/raid1/www/Hosts/bankrupt/TCR_Public/230703.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, July 3, 2023, Vol. 27, No. 183
Headlines
1111 INVESTMENT: Wins Interim Cash Collateral Access
1ST CAPITAL FINANCE: Case Summary & 13 Unsecured Creditors
303 CONSTRUCTION: Updates Asset Values; Files Amended Plan
371 CALABASAS: Gina Klump Named Subchapter V Trustee
45 TUDOR: Unsecureds Will Get 100% of Claims over 5 Years
AAD CAPITAL: Avana Joins in Lueder Plan Objection
AAD CAPITAL: Lueder Says Plan Not Confirmable
AAD CAPITAL: St. Louis Bank Says Plan Disclosures Inadequate
ABC INFANT: Seeks Approval to Hire Tony Gu as Enrolled Agent
ADAVAN FITNESS: L. Todd Budgen Named Subchapter V Trustee
AEROFARMS INC: Taps Cloudpoint Capital as Investment Banker
AEROFARMS INC: Taps Omni as Claims and Noticing Agent
AINS NASHVILLE: Wins Continued Cash Collateral Access
ALLDRIN ORCHARDS: Seeks to Hire David C. Johnston as Legal Counsel
ALLEGIANCE COAL: Seeks to Extend Plan Exclusivity to September 19
ALPHA ENTERTAINMENT: XFL CEO Pay Coverage Suit vs. McMahon Advances
AMC ENTERTAINMENT: $2B Bank Debt Trades at 22% Discount
ATHENEX INC: Seeks to Hire MERU, Appoint Nicholas Campbell as CRO
ATHENEX INC: Taps Cassel Salpeter & Co. as Investment Banker
ATHENEX INC: Taps Harter Secrest & Emery as Special Counsel
AV RESIDENCE: Hospitaly Investor Files for Chapter 11
B&G PROPERTY: Seeks Approval to Hire CBRE as Appraiser
BANQ INC: Fine-Tunes Plan Documents
BASS MANAGEMENT: August 3 Plan Confirmation Hearing
BDC GROUP: Seeks Approval to Hire Ag & Business as Attorney
BERTUCCI'S RESTAURANTS: Cash Collateral Access OK'd Thru Aug 3
BEVERLY COMMUNITY: Committee Taps Province LLC as Financial Advisor
BLINK CHARGING: Inks Separation Agreement With Former CEO
BOXED INC: Seeks Interim Approval of Disclosure Statement
BOXED INC: Unsecureds Owed $63M-$76M to Recover 0% to 100% in Plan
CALPLANT I: Fine-Tunes Plan; Confirmation Hearing August 15
CAMECO TECHNOLOGIES: Objects to Interim Approval of Disclosures
CANOPY GROWTH: Widens Net Loss to C$3.3B in FY Ended March 31
CASA SYSTEMS: Moody's Raises CFR to Caa1 & Alters Outlook to Stable
CBS TRUCKING: Case Summary & Two Unsecured Creditors
CELSIUS NETWORK: Unsecureds to Recover 69.7% or 60.8% in Plan
CENTER FOR ALTERNATIVE MEDICINE: Files for Chapter 11 Bankruptcy
CENTER FOR ALTERNATIVE: Taps Sheade Law Office as Counsel
CENTRICFM SOLUTIONS: Salvatore LaMonica Named Subchapter V Trustee
CERTIFIED 360: Court OKs Interim Cash Collateral Access
CHENG & COMPANY: Seeks to Hire LADC Inc. as Real Estate Broker
CITY CHURCH: Taps Karrenstein as Counsel in Workmanship Suit
CLEAR CHOICE SHUTTERS: Seeks to Hire Shuker & Dorris as Counsel
COMMODITY PROPERTIES: Case Summary & Two Unsecured Creditors
CONSUMER ACTION: Has Deal on Cash Collateral Access
CORPORATE HOUSING: Kent Adams Named Subchapter V Trustee
CORPORATE HOUSING: Seeks to Hire Evans & Mullinix as Legal Counsel
COTTLE CHRISTI: Michelle Steele Named Subchapter V Trustee
COTTLE LLC: Michelle Steele Named Subchapter V Trustee
CP IRIS HOLDCO I: $210M Bank Debt Trades at 23% Discount
CPC ACQUISITION: $1.03B Bank Debt Trades at 24% Discount
CUMULUS MEDIA: $525M Bank Debt Trades at 25% Discount
CUSTOM SPRAY: Gets Approval to Hire David C. Johnston as Counsel
DAMON CAPITAL: Amends Several Secured Claims Pay Details
DFK TRANSPORTATION: Unsecureds Will Get 13% of Claims in 42 Months
DIOCESE OF SANTA ROSA: Seeks to Tap 'Ordinary Course' Professionals
DISCOVERY HILL: Taps Law Office of Peter M. Daigle as Counsel
DURAN TRANSFER: Unsecureds Owed $408K to Get 30% in 4 Years
ENERGYSOLUTIONS INC: S&P Upgrades ICR to 'B', Outlook Stable
ENVISION HEALTHCARE: Unsecureds be Paid in Full or be Reinstated
EPIC Y-GRADE: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable
ERBO PROPERTIES: Cauldwell Objects to Disclosure Statement
ERBO PROPERTIES: G4 Says Debtor's Plan Unconfirmable
ERBO PROPERTIES: Higher Ground Says Disclosure Statement Premature
ERBO PROPERTIES: SME Says Disclosures Already Rejected
FARAJI ENTERPRISE: Court OKs Cash Collateral Use Thru Aug 10
FAREWELL VENTURES: Case Summary & 10 Unsecured Creditors
FILE STORAGE: Case Summary & Three Unsecured Creditors
FORMAN MILLS: Lays Off 245 Workers, Considers Chapter 11
FTAI INFRASTRUCTURE: Moody's Alters Outlook on B2 CFR to Negative
FTAI INFRASTRUCTURE: S&P Alters Outlook to Neg., Affirms 'B-' ICR
FTX TRADING: Creditor Tokenizes Bankruptcy Claims, Sells as NFT
GARDNER INSURANCE: Agency Sale & Litigation Proceeds to Fund Plan
GENESISCARE USA: EUR500M Bank Debt Trades at 85% Discount
GEO REAL ESTATE: Seeks to Hire Allen Vellone Wolf as Counsel
GLENDALE INVESTMENT: Taps Orantes Law Firm as Bankruptcy Counsel
GLOBAL MEDICAL: $1.94B Bank Debt Trades at 43% Discount
GLOBAL MEDICAL: $1.98B Bank Debt Trades at 43% Discount
GMP BORROWER: Moody's Raises CFR & Senior Secured Term Loan to B3
GRAPE AND VINE: Seeks to Hire M. Denise Dotson as Legal Counsel
GREAT CANADIAN GAMING: S&P Alters Outlook to Pos., Affirms 'B' ICR
GROUPE SOLMAX: Moody's Affirms 'B2' CFR, Outlook Remains Stable
GRS RESTAURANT: Case Summary & Eight Unsecured Creditors
GUNNELS & BURTIN: Taps Lentz Law PC as Bankruptcy Counsel
GUR-MEAT INC: Court OKs Cash Collateral Access Thru July 6
HARVEY & DAUGHTERS: Case Summary & Seven Unsecured Creditors
HDRMP LLC: Voluntary Chapter 11 Case Summary
HELIUS MEDICAL: Signs $1.95M Sales Agreement With Roth Capital
HEXION INC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
HITSON CABINET: Wins Cash Collateral Access Thru Aug 1
HOWARD MIDSTREAM: S&P Assigns 'B+' Rating on New Unsecured Notes
HTG MOLECULAR: Court Denies Cash Collateral Access
HUMAN HOUSING: Trustee Taps Howe Residential as Real Estate Broker
HUMPHREY LAND: Voluntary Chapter 11 Case Summary
IMEDIA BRANDS: July 6 Deadline Set for Panel Questionnaires
INMAR INC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
INTUITION CONSULTING: Case Summary & 20 Top Unsecured Creditors
IVY CAPITAL: Hires Silver Voit & Garrett as Bankruptcy Counsel
JHW ALPHIA: S&P Upgrades ICR to 'B', Outlook Stable
KJ TRADE: Gets Approval to Hire The Walton Firm as Special Counsel
LA SALLE UNIVERSITY: S&P Lowers Revenue Debt Rating to 'BB-'
LAKE DISTRICT: August 3 Disclosure Statement Hearing Set
LEGACY CONSTRUCTION: Asset Sale Proceeds to Fund Plan
LEXARIA BIOSCIENCE: Falls Short of Nasdaq Bid Price Requirement
LIFESIZE INC: Seeks to Hire FTI Consulting to Provide CROs
LIFESIZE INC: Taps Piper Sandler & Co. as Investment Banker
LORDSTOWN MOTORS: July 5 Deadline Set for Panel Questionnaires
LUCIRA HEALTH: Creditors Committee Asks Creditors to Reject Plan
LYLA LEE: Kevin O'Rourke Named Subchapter V Trustee
MANNINGTON MILLS: Moody's Cuts CFR to B2 & Secured Term Loan to B3
MASTERS III: Maria Yip Named Subchapter V Trustee
MATRIX PARENT: $160M Bank Debt Trades at 54% Discount
MCCONNELL SAND: Thomas Richardson Named Subchapter V Trustee
MEDIAMATH HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
MEGNA TEMECULA COUNTRY: U.S. Trustee Appoints Subchapter V Trustee
MEGNA TEMECULA HACIENDA: U.S. Trustee Appoints Subchapter V Trustee
MIRAGE RESTAURANT: Court OKs Interim Cash Collateral Access
MLCJR LLC: Hires Ryan Omohundro of Alvarez & Marsal as CRO
MLCJR LLC: Seeks to Hire Jones Walker as Conflicts Counsel
MLCJR LLC: Seeks to Hire Jones Walker as Special Counsel
MLCJR LLC: Seeks to Hire Moelis & Company as Investment Banker
MODIVCARE INC: S&P Affirms 'B' Issuer Credit Rating, On Watch Neg.
MOJ REALTY: Unsecureds Will Get 25% of Claims in 36 Months
MONTGOMERY REALTY: Unsecureds to Get 2.3% or 9.92% in Plan
MOUROUX FAMILY: Unsecureds Owed $393K to Get 2.3% or 9.92% in Plan
MVK INTERMEDIATE: S&P Downgrades ICR to 'CCC-', On Watch Negative
NATURE COAST: Delays Disclosures Hearing to Aug. 3, 2023
NETFOR INC: Seeks Cash Collateral Access
NEW BEGINNING: Seeks Approval to Hire Ana Morales as Accountant
NEW TROJAN: $605M Bank Debt Trades at 44% Discount
NEXTPLAY TECHNOLOGIES: Chief Operating Officer Resigns
NEXTSPORT INC: July 12 Hearing on Disclosure Statement
NOB HILL INN: Court OKs Cash Collateral Access Thru Aug 4
NOVUSON SURGICAL: Taps Baker & Hostetler as Special Counsel
OUTPUT SERVICES: $369.8M Bank Debt Trades at 73% Discount
PACIFICA CMFM: Salvatore LaMonica Named Subchapter V Trustee
PANACEA LIFE: J&N Real Estate Has 47% Stake as of June 23
PANOS FITNESS: Unsecureds Will Get 0.27% of Claims in 60 Months
PARADOX RESOURCES: Taps Okin Adams Bartlett Curry as Legal Counsel
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru July 17
PEACHSTATE PEDALING: Taps Rountree Leitman Klein & Geer as Counsel
PEER STREET: July 5 Deadline Set for Panel Questionnaires
PERSHARD INVESTMENTS: Hires Brian K. McMahon as Legal Counsel
PHOENIX SERVICES: 92% Markdown for $465M Bank Debt
PLOURDE SAND: Property Sale Proceeds to Fund Plan
POLAR US BORROWER: $1.48B Bank Debt Trades at 21% Discount
PRIMAL MATERIALS: Court OKs Cash Collateral Access Thru Oct. 31
PRIME PLUMBING: Seeks to Hire Douglas Jacobson as Counsel
PROFESSIONAL CHARTER: Taps Bachecki Crom & Co. as Accountant
PROJECT BOOST: Moody's Affirms 'B3' CFR, Outlook Remains Stable
PROSPERITAS LEADERSHIP: Files Emergency Bid to Use Cash Collateral
QUEST SOFTWARE: $2.81B Bank Debt Trades at 22% Discount
QUEST SOFTWARE: $765M Bank Debt Trades at 33% Discount
R & D CARPENTER: Amends b1Bank Bank Secured Claims Pay Details
R&G DEVELOPMENT: Amends BRMK Loan Claim Pay Details
R&G DEVELOPMENT: Unsecureds Owed $609K to Get Share of Proceeds
R&M DISTRIBUTORS: Unsecureds to Get 100% With Interest in Plan
R&W CLARK: Deadline to File Plan Extended to July 28
RANDAZZO'S CLAM: Unsecureds to Split $50K in Liquidating Plan
RAPID P&P: Case Summary & 20 Largest Unsecured Creditors
RESHAPE LIFESCIENCES: Registers 105K Shares Under 2022 Equity Plan
RESORTS WORLD: S&P Raises Senior Unsecured Notes Rating to 'BB+'
RIDER UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to B3
RIGHT CHOICE: Court OKs Cash Collateral Access Thru July 31
RITE AID: Bondholders Work With Paul Weiss, Evercore to Rework Debt
RODA LLC: May Use $171,381 of Cash Collateral Thru September
ROOSEVELT INN: Unsecureds Owed $43K to Recover 95% of Claims
SABRE FINANCIAL: Moody's Rates New $700MM Secured Term Loan 'B2'
SAFE ELECTRIC: Taps Latham Luna Eden & Beaudine as Counsel
SKILLZ INC: Effects 1-for-20 Reverse Common Stock Split
SMART LOCAL 1594: Richard Furtek Named Subchapter V Trustee
SOUND INPATIENT: $200M Bank Debt Trades at 41% Discount
STV GROUP: Moody's Rates $30MM Incremental 1st Lien Term Loan 'B2'
SUGAR CREEK: Seeks Approval to Hire Desai Law Firm as Counsel
SUNLIGHT PROPERTIES: Unsecureds Will Get 100% of Claims in Plan
SUNSET DEBT: $1.63B Bank Debt Trades at 19% Discount
SUNSHINE ADULT: Unsecureds Owed $254K to Get 63% in Plan
SUNSHINE ADULT: Unsecureds Will Get 63.04% Dividend in Plan
SURGEPOWER MATERIALS: Trustee Gets OK to Hire IPX as IP Consultant
SVB FINANCIAL: Creditors Cleared to Probe McKinsey, Advisors
SWF HOLDINGS I: S&P Downgrades ICR to 'CCC+', Outlook Negative
T-ROLL CONSTRUCTION: Taps Dickensheet & Associates as Appraiser
TAHOE LAKE: Taps Law Offices of Michael Jay Berger as Counsel
TANNER CONSTRUCTION: Seeks to Hire Ruff & Cohen as Legal Counsel
TESORINA LLC: Unsecureds Will Get 10% of Claims in 60 Months
TGPC PROPERTIES: To Seek Plan Confirmation on Aug. 15
TIFFANY & JANELL: Taps Law Offices of Neil Crame as Counsel
TIMBER PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting
TKEES INC: Seeks to Hire Berger Singerman as Special Counsel
TORI BELLE: Michael DeLeo Named Subchapter V Trustee
TRINITY FAMILY: Seeks Cash Collateral Access
TRINITY LEGACY: Seeks Cash Collateral Access Thru Sept 30
US RENAL: $1.60B Bank Debt Trades at 53% Discount
VBI VACCINES: All Four Proposals Passed at Annual Meeting
VENATOR MATERIALS: Seeks to Hire PwC as Accounting Advisor
VISTAGEN THERAPEUTICS: Regains Full Compliance With Nasdaq Rules
W LOFTS: Trustee Seeks to Retain Paul E. Saperstein as Appraiser
WASHINGTON MEDICAL: Kevin O'Rourke Named Subchapter V Trustee
WASHINGTON PRIME: S&P Downgrades ICR to 'CCC+', Outlook Negative
WINC INC: Unsecured Creditors to Recover 3% to 6% in Plan
WINCHESTER REAL: Case Summary & 12 Unsecured Creditors
WORCESTER COUNTRY: Seeks to Hire Murphy & King as Counsel
WORCESTER COUNTRY: Taps Allcock & Marcus as Special Counsel
WORCESTER COUNTRY: Taps Cedar Wood Realty as Real Estate Broker
XPLORNET COMMUNICATIONS: $200M Bank Debt Trades at 50% Discount
YELLOW CORP: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative
ZIP MAILING: Wins Continued Cash Collateral Access Thru July 23
[^] BOND PRICING: For the Week from June 26 to 30, 2023
*********
1111 INVESTMENT: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
1111 Investment Holdings LLC to use cash collateral on an interim
and continuing basis.
The Court said the Debtor is authorized to use the revenue
generated by the business to provide services to customers, for the
purchase of any goods to be sold, payment of maintenance expenses,
insurance premiums, utilities, or any other necessary business
expense, and for no other purposes.
A copy of the order is available at https://urlcurt.com/u?l=zCIzon
from PacerMonitor.com.
About 1111 Investment Holdings
1111 Investment Holdings LLC is primarily engaged in renting and
leasing real estate properties.
111 Investment Holdings filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 23-10596) on Feb. 20, 2023. In the petition filed by CEO
Manish Patel, the Debtor reported assets between $500,000 and $1
million and liabilities between $1 million and $10 million.
The case is overseen by the Hon. Bankruptcy Judge August B.
Landis.
The Subchapter V trustee appointed in the case is Brian Shapiro.
The Debtor is represented by Seth D Ballstaedt, Esq., at Fair Fee
Legal Services.
1ST CAPITAL FINANCE: Case Summary & 13 Unsecured Creditors
----------------------------------------------------------
Debtor: 1st Capital Finance of South Carolina, Inc.
208 Gateway Farm Road
Clover, SC 29710
Business Description: 1st Capital offers commercial car title
loan, motorcycle title loan, semi truck
title loan and a box truck title loan.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
District of South Carolina
Case No.: 23-01938
Debtor's Counsel: Jane H. Downey, Esq.
BAKER DONELSON
1501 Main St., Ste 310
Columbia, SC 29201
Tel: 803-251-8114
Email: jdowney@bakerdonelson.com
Total Assets: $4,025,187
Total Liabilities: $131,064
The petition was signed by Wesley Harden as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LI7PBFQ/1st_Capital_Finance_of_South_Carolina__scbke-23-01938__0001.0.pdf?mcid=tGE4TAMA
303 CONSTRUCTION: Updates Asset Values; Files Amended Plan
----------------------------------------------------------
303 Construction Services, LLC, submitted a Corrected Plan of
Reorganization under Subchapter V.
The values of the Debtor's assets, owned on the Petition Date
unless otherwise noted, are set forth in the following:
Asset Estimated Value
Funds in Account (as of May 31, 2023) $56,975.50
Receivables $100,000
Materials for Construction Projects $5,000
303construction.net Unknown
Interest in Garnished Funds Unknown
Customer Contracts Unknown
Total $161,975.50
The asset values are as of the Petition Date unless otherwise
noted. The value of the tangible assets is based on the liquidation
value unless otherwise noted. The Debtor's physical assets are
comprised of materials for construction projects on which it is
providing services and have minimal value in a liquidation. The
Debtor's other assets are comprised of its intangible assets
including its website and interest in contracts between the Debtor
and its customers.
The Debtor listed receivables in the amount of $100,000 as of the
Petition Date. The receivables are from the work the Debtor
provides on various construction projects. If the Debtor does not
complete the projects, the receivables may not be recovered, and
may be used to pay for replacement contractors on the Debtor's
projects. The Debtor has also listed an interest in funds garnished
on a pre-petition basis in an unknown amount.
Prior to the bankruptcy filing, approximately $150,000 was
garnished from the Debtor's account pre-petition, but the
disposition of those funds is currently unknown, as the funds were
withdrawn, but not deposited into the registry of the state court,
and there is insufficient information to determine if funds were
sent to the Litigation Creditors on a pre-petition basis. The
Debtor is pursuing an examination pursuant to Fed. R. Bankr. P.
2004 to determine the disposition of the funds.
Like in the prior iteration of the Plan, Class 2 General Unsecured
Creditors shall receive a pro rate distribution of 50% of the
Debtor's Net Cashflow until the earlier of: 1) the date on which
unsecured creditors are paid in full; or 2) the five-year
anniversary of the Effective Date of the Plan.
As evidenced by the projections, the Debtor anticipates that its
income will be positive each year of the Plan, and will generate
sufficient revenue to meet its obligations under the Plan. The
Debtor has used its best efforts to prepare accurate projections,
and has based its anticipated future revenue based on its prior
years' performance. The Debtor's actual income will fluctuate based
on actual sales and changes in the market.
The Debtor has based payments to Class 2 Unsecured Creditors on Net
Cashflow, which amount represents the Debtor's revenue on a project
after payment of material suppliers and subcontractors, which will
ensure the feasibility of the Plan. As the Debtor's revenue
fluctuates, the amount set aside for creditors will fluctuate as
well, but the Debtor will not be overburdened with fixed debt
payments. The Debtor anticipates that the Debtor's revenue will
increase back to pre-petition amounts and, as the Debtor emerges
from bankruptcy and continues to operate under a confirmed Plan,
the Debtor's revenue is anticipated to increase significantly
throughout the Plan Term.
On the Effective Date of the Plan, Bryan Moore shall be appointed
pursuant to Section 1142(b) of the Bankruptcy Code for the purpose
of carrying out the terms of the Plan, and taking all actions
deemed necessary or convenient to consummating the terms of the
Plan. Mr. Moore shall receive a salary or distributions of
$175,000, subject to adjustment based on typical market rates.
A full-text copy of the Corrected Plan dated June 27, 2023 is
available at https://urlcurt.com/u?l=0JKod5 from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
Email: klr@kutnerlaw.com
About 303 Construction Services
303 Construction Services is a Colorado limited liability company
formed in 2018 by Bryan Moore that provides construction services
for residential and commercial projects. The Debtor filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Colo. Case No. 23-10213) on March 8, 2023, with up to
$50,000 in assets and $100,001 to $500,000 in liabilities. Joli A.
Lofstedt has been appointed as Subchapter V trustee.
Judge Michael E. Romero oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. is the
Debtor's legal counsel.
371 CALABASAS: Gina Klump Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 17 appointed Gina Klump as Subchapter V
trustee for 371 Calabasas, LLC.
Ms. Klump will be paid an hourly fee of $480 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Klump declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gina Klump
30 5th Street, Suite 200
Petaluma, CA 94952
Phone: (707) 778-0111
Email: gklump@klumplaw.net
About 371 Calabasas
371 Calabasas, LLC filed Chapter 11 petition (Bankr. N.D. Calif.
Case No. 23-50652) on June 16, 2023, with $1 million to $10 million
in both assets and liabilities. David Blume, managing member,
signed the petition.
Judge Stephen L. Johnson oversees the case.
Michael W. Malter, Esq., at Binder & Malter, LLP is the Debtor's
legal counsel.
45 TUDOR: Unsecureds Will Get 100% of Claims over 5 Years
---------------------------------------------------------
45 Tudor Restaurant LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York a Plan of Reorganization for
Small Business dated June 27, 2023.
Since 2016, the Debtor has been in the business of a restaurant at
45 Tudor Place in Manhattan.
The landlord of the Debtor's premises sought an eviction warrant
which lead to filing this Chapter 11 case.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of at least $8340.00, the
amount needed to pay all creditors 100% of all claims. The
projection shows a cash surplus each month of at least four times
the needed amount to fund the plan. The final Plan payment is
expected to be paid on July 31, 2028.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
General unsecured claims shall receive a monthly payment of $5000
from August 1, 2023 to July 1, 2028, which result a distribution of
100% of their allowed claims.
Equity holder will keep her membership interest.
The Plan will be funded from general operating income. Once the
landlord claim is fixed in the proper amount, and payment plans
with secured creditors are restored, the Debtor has the means to
pay the plan by recovering money loaned to affiliates in a short
timeframe, reducing operating expenses, and increasing revenue in
an improved economic environment for restaurants in NYC.
A full-text copy of the Plan of Reorganization dated June 27, 2023
is available at https://urlcurt.com/u?l=zafGXI from
PacerMonitor.com at no charge.
About 45 Tudor
45 Tudor Restaurant LLC operates a restaurant at 45 Tudor Place in
Manhattan.
45 Tudor Restaurant filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 23-10463) on March 27, 2023. The Debtor is represented by
Michael D. Siegel, Esq. of SIEGEL & SIEGEL, P.C.
AAD CAPITAL: Avana Joins in Lueder Plan Objection
-------------------------------------------------
Avana Capital, L.L.C., filed an objection to the motion of the
debtors for entry of an order approving the Disclosure Statement.
Avana also joins and supports Lueder Construction Company, Inc.'s
objection filed in response to the motion to approve the Disclosure
Statement.
Through the Motion to Approve Disclosure Statement, debtors AAD
Capital Partners LLC and Market Street Shreveport LLC seek an order
approving Debtors' First Amended Disclosure Statement, which also
references and relates to Debtors' First Amended Joint Plan of
Reorganization.
On Jan. 20, 2021, Avana and AAD also entered into a Membership
Interest Pledge and Security Agreement ("Membership Pledge")
whereby AAD pledged to Avana 100% of AAD's membership interests in
Market Street Shreveport, LLC ("Market Street") (the "Membership
Interests") as security for AAD's payment obligations under the
Promissory Note. The Membership Interests consists of 89.6672% of
the Class A Units in Market Street and 82.155958% of the total
beneficial interest of Market Street. Among other things, AAD made
numerous representations and warranties regarding the Membership
Interests -- which specifically includes all of AAD's interest in
any profits or all other payments it may be entitled to from Market
Street. These representations and warranties include, among other
things, that AAD would not sell or otherwise dispose of the
Membership Interests, would not permit any lien to exist with
respect to the Membership Interests, defend Avana's rights, title,
and interest in the Membership interests from the claims of all
others, and that AAD would not perform any act constituting a
termination, dissolution, or winding up without prior consent of
Avana. Most notably, AAD represented and warranted that it would
not incur any new debt without the prior consent of Avana.
As of the Petition Date, AAD owed $776,220 to Avana, with such
claim secured by AAD's pledge of the Membership Interests.
Lueder Objections
Lueder points out that Debtors' Disclosure Statement and Proposed
Plan assumes that the Court will be approving a proposed settlement
agreement between Debtors and creditor Arena Limited SPV, LLC
pursuant to which Debtors seek to dispose of real property located
in Shreveport, Louisiana. Multiple creditors have objected to the
proposed settlement agreement between Debtors and Arena, because,
among other reasons, under the proposed settlement, ownership of
the real property may transfer to Arena as soon as October 2, 2023
and to the extent that the property is sold instead of being
transferred to Arena, the excess proceeds of the sale may be used
to benefit Debtors' non-debtor affiliate, 18th Street Omaha, LLC.
As set forth herein, approval of the Disclosure Statement is
premature until the Court is provided with the opportunity to
address and resolve the issues raised by the proposed settlement
agreement.
Lueder further points out that the Disclosure Statement fails to
contain adequate information as required by 11 U.S.C. Section
1125(b), including basic information, such as a description of
Debtors' available assets and their value, the estimated return to
creditors in a Chapter 7 liquidation, and financial data,
valuations, or any type of projections. While the Disclosure
Statement repeatedly states that Debtors will be paying creditors
in full, it provides no information to substantiate that assertion.
In addition, the Proposed Plan is "patently unconfirmable,"
providing further grounds to not approve the Disclosure Statement,
Lueder tells the Court.
Attorney for Avana Capital, L.L.C.:
Troy J. Aramburu, Esq.
SNELL & WILMER L.L.P.
15 West South Temple, Suite 1200
Salt Lake City, UT 84101
Tel: (801) 257-1900
E-mail: taramburu@swlaw.com
About AAD Capital Partners
AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on
Oct. 12, 2022. Market Street Shreveport LLC sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 22-58302) on Oct. 14, 2023.
In the petition filed by Edward Chen, as managing member and owner,
AAD Capital reported assets and liabilities between $10 million and
$50 million.
The Debtors are represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.
Arena Limited SPV, LLC, as secured creditor, is represented by Eric
W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional
Corporation.
AAD CAPITAL: Lueder Says Plan Not Confirmable
---------------------------------------------
Lueder Construction Company, Inc., filed an objection to the motion
of debtors AAD Capital Partners, LLC, and Market Street Shreveport
LLC for entry of an order approving disclosure statement and
granting related relief.
The Debtors seek an order from the Court approving AAD Capital
Partners LLC, et al.'s First Amended Disclosure Statement for the
First Amended Joint Plan of Reorganization, dated May 11, 2023,
which proposes to include with it Debtors' First Amended Joint Plan
of Reorganization dated May 11, 2023.
Lueder has a secured claim of $1,382,872 against AAD.
Lueder points out that Debtors' Disclosure Statement and Proposed
Plan assumes that the Court will be approving a proposed settlement
agreement between Debtors and creditor Arena Limited SPV, LLC
("Arena") pursuant to which Debtors seek to dispose of real
property located in Shreveport, Louisiana. Multiple creditors have
objected to the proposed settlement agreement between Debtors and
Arena, because, among other reasons, under the proposed settlement,
ownership of the real property may transfer to Arena as soon as
Oct. 2, 2023 and to the extent that the property is sold instead of
being transferred to Arena, the excess proceeds of the sale may be
used to benefit Debtors' non-debtor affiliate, 18th Street Omaha,
LLC. As set forth herein, approval of the Disclosure Statement is
premature until the Court is provided with the opportunity to
address and resolve the issues raised by the proposed settlement
agreement.
Lueder further points out that the Disclosure Statement fails to
contain adequate information as required by 11 U.S.C. Sec. 1125(b),
including basic information, such as a description of Debtors'
available assets and their value, the estimated return to creditors
in a Chapter 7 liquidation, and financial data, valuations, or any
type of projections. While the Disclosure Statement repeatedly
states that Debtors will be paying creditors in full, it provides
no information to substantiate that assertion.
In addition, the Proposed Plan is "patently unconfirmable,"
providing further grounds to not approve the Disclosure Statement,
Lueder tells the Court.
Lueder says the Proposed Plan is patently unconfirmable because of
at least the following: (a) the Proposed Plan is not feasible; (b)
the Proposed Plan is not proposed in good faith; and (c) the
Proposed Plan violates the absolute priority rule.
According to Lueder, "Debtors' Proposed Plan has one source of
funding: the proposed sale of the Market Street Property. Whether
or not there will be any proceeds available from the sale, as
proposed by Debtors, is highly speculative. As set forth above and
in the Settlement Objections, under the Proposed Settlement and
Proposed Plan, it is entirely possible that the Market Street
Property simply becomes the property of Arena as of October 2,
2023, with no prospect of excess sale proceeds to fund anything.
The Proposed Plan relies on the assumption that there will be
excess sale proceeds but provides no information or data to
substantiate that assumption and is therefore not confirmable. See
American Capital, 688 F.3d at 156 (finding that a proposed plan was
not feasible when it relied upon "wholly speculative litigation
proceeds" as its funding source and also depended on assumptions
about how claimants would pursue their claims).""
Attorney for Lueder Construction Company, Inc.:
Kristin Krueger, Esq.
KOLEY JESSEN P.C., LLO
1125 South 103 Street, Suite 800
Omaha, NE 68124
Tel: (402) 390-9500
Fax: (402) 390-9005
E-mail: Kristin.Krueger@koleyjessen.com
- and -
Kelly E. Waits, Esq.
BURR & FORMAN LLP
171 17th Street NW, Suite 1100
Atlanta, GA 30363
E-mail: kwaits@burr.com
About AAD Capital Partners
AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on
Oct. 12, 2022. Market Street Shreveport LLC sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 22-58302) on Oct. 14, 2023.
In the petition filed by Edward Chen, as managing member and owner,
AAD Capital reported assets and liabilities between $10 million and
$50 million.
The Debtors are represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.
Arena Limited SPV, LLC, as secured creditor, is represented by Eric
W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional
Corporation.
AAD CAPITAL: St. Louis Bank Says Plan Disclosures Inadequate
------------------------------------------------------------
St. Louis Bank, an unsecured creditor of debtors AAD Capital
Partners, LLC, and Market Street Shreveport LLC, objects to
approval of the Debtors' First Amended Disclosure Statement for the
First Amended Joint Plan of Reorganization, dated May 11, 2023.
St. Louis Bank points out that the Disclosure Statement lacks
adequate information and should not be approved because:
* The Disclosure Statement fails to adequately disclose
information regarding AAD's assets, other than Market Street, or
the indicate the estimated amount of allowed claims.
* The Disclosure Statement fails to adequately disclose
projections related to the timing and amounts of distributions to
general unsecured creditors, including the sources for such
payments.
* The Liquidation Analysis is inadequate because it is a
narrative and does not analyze AAD's assets, other than Market
Street, or indicate the estimated amount of allowed claims.
* The Disclosure Statement fails to explain how, pursuant to
the proposed settlement with Arena as defined herein, AAD may
transfer excess sales proceeds from the sale of the Market Street
assets to a non-debtor in compliance with the U.S. Bankruptcy Code.
* The Disclosure Statement fails to disclose the future
management of the Debtors and risks to the creditors.
Lead counsel for Saint Louis Bank:
Daniel D. Doyle, Esq.
LASHLY & BAER, P.C.
714 Locust Street
St. Louis, MO 63101-1699
Tel: (314) 621-2939
Fax: (314) 621-6844
E-mail: DDoyle@lashlybaer.com
About AAD Capital Partners
AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on
Oct. 12, 2022. Market Street Shreveport LLC sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 22-58302) on Oct. 14, 2023.
In the petition filed by Edward Chen, as managing member and owner,
AAD Capital reported assets and liabilities between $10 million and
$50 million.
The Debtors are represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.
Arena Limited SPV, LLC, as secured creditor, is represented by Eric
W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional
Corporation.
ABC INFANT: Seeks Approval to Hire Tony Gu as Enrolled Agent
------------------------------------------------------------
ABC Infant Milk, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Tony Gu, a
professional based in California, as its enrolled
agent.
Mr. Gu will assist the Debtor in the preparation of tax returns
and, if needed, to act as its tax advisor in discussion with all
taxing authorities.
Mr. Gu will be paid at an hourly rate of $300.
The enrolled agent disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Mr. Gu can be reached at:
Tony Gu
Clement Tax Services
912 Clement St.
San Francisco, CA 94118
Telephone: (415) 668-1682
About ABC Infant
ABC Infant Milk, Inc., a company in Byron, Calif., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Calif. Case No. 23-40528) on May 8, 2023. In the petition signed by
its chief executive officer and shareholder, Peter Choy, the Debtor
disclosed $1 million to $10 million in assets and $500,000 to $1
million in liabilities.
Judge William J. Lafferty oversees the case.
E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood is the
Debtor's counsel.
ADAVAN FITNESS: L. Todd Budgen Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., as
Subchapter V trustee for Adavan Fitness Melbourne, LLC.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Telephone Number: (407) 232-9118
Email: Todd@C11Trustee.com
About Adavan Fitness
Adavan Fitness Melbourne, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-02367) on June 16, 2023, with as much as $50,000 in assets and
$500,001 to $1 million in liabilities. Judge Tiffany P. Geyer
oversees the case.
The Debtor is represented by Michael Faro, Esq., at Faro & Crowder.
AEROFARMS INC: Taps Cloudpoint Capital as Investment Banker
-----------------------------------------------------------
Aerofarms, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Cloudpoint
Capital LLC as investment banker.
The firm will provide these services:
a. Advisory Services. For the Debtors' pursuit of a DIP
Financing Transaction and/or a Restructuring Transaction,
Cloudpoint will:
i. review and provide feedback and commentary on the Debtors'
offering, marketing or other transaction materials for distribution
and presentation to the Debtors' creditors, prospective investors
or purchasers, and any other counterparty to a Restructuring
Transaction or a DIP Financing Transaction, including any Plan and
financing associated therewith;
ii. develop and implement a marketing plan with respect to any
Restructuring Transaction and DIP Financing Transaction;
iii. assist in soliciting interest in a transaction among
prospective investors or purchasers, or Lenders in a Restructuring
Transaction and a DIP Financing Transaction;
iv. assist in evaluating proposals received from prospective
investors or purchasers or Lenders in a Restructuring Transaction
and in a DIP Financing Transaction;
v. advise the Debtors as to the structure of the Restructuring
Transaction, including the valuation of any non-cash consideration,
and the structure of any DIP Financing Transaction;
vi. assist in negotiating the financial terms and structure of
a Restructuring Transaction and a DIP Financing Transaction;
vii. evaluate from a financial and capital markets point of
view of alternative structures and strategies for implementing any
Restructuring Transaction and any DIP Financing Transaction;
viii. provide financial advice and assistance to the Debtors,
including in coordination with the Debtors' counsel, in
negotiating, developing, and seeking approval of any Restructuring
Transaction and any DIP Financing Transaction;
ix. participate in hearings with respect to the matters which
Cloudpoint has provided advice, including, as relevant,
coordinating with the Debtors' counsel with respect to, and
providing, testimony in connection therewith; and
x. provide other services reasonably necessary to accomplish
the foregoing and consummate a Restructuring Transaction and a DIP
Financing Transaction.
xi. Provided, however, that
(a) the Debtors have identified an initial structure for a
Restructuring Transaction for these cases, and as to such
transaction, Cloudpoint has not been asked to negotiate its terms
or assist in the initial structuring of such transaction, instead,
Cloudpoint will be focused upon alternative forms of Restructuring
Transactions; and
(b) the Debtors have identified an initial source of
debtor-in- possession financing for these cases, and as to such
financing (the "Initial Bankruptcy Financing"), Cloudpoint has not
been asked to negotiate its terms or assist in structuring such
financing, and instead, Cloudpoint will be focused upon alternative
forms of financing for the Debtors to fund the Bankruptcy Case.
The firm will be paid at a non-refundable cash fee of $25,000 per
month
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel Motulsky, a partner at Cloudpoint Capital LLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Daniel Motulsky
Cloudpoint Capital LLC
2315 W. Northwest Highway, Suite 2240
Dallas, TX 75220
Tel: (214) 871-1984
About Aerofarms Inc.
AeroFarms, Inc., is engaged in large-scale commercial indoor
vertical farming, using proprietary aeroponic technology to grow
differentiated leafy greens products while using up to 95% less
water and zero pesticides. AeroFarms operates two commercial
farms, which are located in Danville, Virginia and Newark, New
Jersey, where they also have their Company headquarters.
AeroFarms, Inc., and affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737)
on June 8, 2023. In the petition signed by Guy Blanchard, president
and CEO, the Debtor disclosed up to $500 million in assets and up
to $100 million in liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as
communications and consulting services provider, and Omni Agent
Solutions as notice and claims agent.
AEROFARMS INC: Taps Omni as Claims and Noticing Agent
-----------------------------------------------------
Aerofarms Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Omni Agent
Solutions as claims and noticing agent.
The firm will provide these services:
a. prepare and serve required notices and documents in these
Chapter 11 Cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors
and/or the Court, including: (i) notice of the commencement of
these Chapter 11 Cases and the initial meeting of creditors under
section 341(a) of the Bankruptcy Code;(ii) notice of any claims bar
date; (iii) notices of transfers of claims;(iv) notices of
objections to claims and objections to transfers of claims; (v)
notices of any hearings on a disclosure statement and confirmation
of the Debtors' plan or plans of reorganization, including under
Bankruptcy Rule 3017(d); (vi) notice of the effective date of any
plan; and (vii) all other notices, orders, pleadings, publications,
and other documents as the Debtors or the Court may deem necessary
or appropriate for an orderly
administration of these Chapter 11 Cases;
b. maintain an official copy of the Debtors' schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtors' known
creditors and the amounts owed thereto;
c. maintain a (i) list of all potential creditors, equity
holders, and other parties in interest and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; and update and make
said lists available upon request by a party in interest or the
Clerk;
d. furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a proof of
claim, after such notice and form are approved by the Court, and
notify such potential creditors of the existence, amount, and
classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;
e. provide an electronic interface for filing proofs of claim
and maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;
f. for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven (7) days
of service, which includes: (i) either a copy of the notice served
or the docket number(s) and title(s) of the pleading(s) served;
(ii) a list of persons to whom it was mailed (in alphabetical
order) with their addresses; (iii) the manner of service; and (iv)
the date served;
g. process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy, and
maintain the original proofs of claim in a secure area;
h. maintain the official claims register for each of the
Debtors (the "Claims Registers") on behalf of the Clerk, and upon
the Clerk's request, provide the Clerk with a certified, duplicate
unofficial Claims Registers, and specify in the Claims Registers
the following information for each claim docketed: i. the claim
number assigned, (ii) the date received; (iii) the name and address
of the claimant and agent, if applicable, who filed the claim; (iv)
the amount asserted; (v) the asserted classification(s) of the
claim (e.g., secured, unsecured, priority, etc.); (vi) the
applicable Debtor; and (vii) any disposition of the claim;
i. provide public access to the Claims Registers, including
complete proofs of claim with attachments, if any, without charge;
j. implement necessary security to ensure the completeness and
integrity of the Claims Registers and the safekeeping of the
original claims;
k. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
l. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Omni, not less often
than weekly;
m. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk's review (upon the Clerk's
request);
n. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the Claims Registers
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;
o. identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
p. assist in the dissemination of information to the public
and respond to requests for administrative information regarding
these Chapter 11 Cases as directed by the Debtors or the Court,
including through the use of a case
website and/or call center;
q. if these Chapter 11 Cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk within three
(3) days of the notice to Omni of entry of the order converting the
cases;
r. thirty (30) days prior to the close of these Chapter 11
Cases, to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing Omni as Claims and
Noticing Agent and terminating its services in such capacity upon
completion of its duties and responsibilities and upon the closing
of these Chapter 11 Cases; and
s. within seven (7) days of notice to Omni of entry of an
order closing these Chapter 11 Cases, provide to the Court the
final version of the Claims Registers as of the date immediately
before the close of these Chapter 11 Cases.
The firm will be billed at hourly rates ranging from $40 to $225
for its services. The Debtors agree to reimburse the firm's
out-of-pocket expenses.
Prior to the petition date, the Debtors provided Omni a retainer in
the amount of $20,000.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in court filings that his firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
About Aerofarms Inc.
AeroFarms, Inc., is engaged in large-scale commercial indoor
vertical farming, using proprietary aeroponic technology to grow
differentiated leafy greens products while using up to 95% less
water and zero pesticides. AeroFarms operates two commercial
farms, which are located in Danville, Virginia and Newark, New
Jersey, where they also have their Company headquarters.
AeroFarms, Inc., and affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737)
on June 8, 2023. In the petition signed by Guy Blanchard, president
and CEO, the Debtor disclosed up to $500 million in assets and up
to $100 million in liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as
communications and consulting services provider, and Omni Agent
Solutions as notice and claims agent.
AINS NASHVILLE: Wins Continued Cash Collateral Access
-----------------------------------------------------
AINS Nashville LLC, d/b/a The Ainsworth Nashville won further
interim access to cash collateral following a hearing on June 28.
"Further interim relief granted," said the U.S. Bankruptcy Court
for the Eastern District of New York, directing the Debtor's
counsel to circulate and submit a proposed order. A further
hearing on the Debtor's continued cash collateral access is set for
July 18 at 11:00 a.m.
The Bankruptcy Court previously authorized AINS Nashville to use
cash collateral on an interim basis in accordance with the budget,
through June 30, 2023.
The Debtor requires the use of cash collateral to meet payroll
requirements, rent expense, maintain the restaurant, pay insurance,
utilities and other costs associated with the day-to-day operations
of the business.
The Debtor's assets consist of its inventory, restaurant equipment,
leasehold improvements, good will and cash generated from its
sales. The aggregate value of the assets is about $525,000. The
Debtor's secured debt is about $681,000.
Prior to the Petition Date, the Debtor obtained financing from
several lenders all of which are perfected in the Debtor's assets
by the filing of UCC-1 financing statements. These lenders are the
U.S. Small Business Administration, Mission Valley Bank, and Gem
Funding.
As adequate protection, the Lenders are granted post-petition
replacement liens pursuant to 11 U.S.C. section 361(2).
The Replacement Liens will constitute valid, binding, enforceable,
and duly perfected replacement security interests in and liens upon
all currently owned and hereafter acquired property and assets of
the Debtor.
These events constitute an "Event of Default":
(a) The Debtor ceases its operations or takes any material
action for the purpose of effecting the foregoing without the prior
written consent of the Lenders, except to the extent contemplated
by the Budget;
(b) The Interim Order is reversed, vacated, stayed, amended,
supplemented or otherwise modified in a manner which will
materially and adversely affect the rights of the Lenders
thereunder or will materially and adversely affect the priority of
any or all of the Obligations and the Lenders' Liens;
(c) The Debtor expends more than 110% of any line item in the
Budget or more than 105% of the entire Budget;
(d) The occurrence of a material adverse change subsequent to
the Petition Date;
(e) Any material and/or intentional misrepresentation by the
Debtor in the financial statements or certifications that may be
provided by the Debtor to the Lenders under the Loan Documents or
any Interim Order; and
(f) Non-compliance with or default by the Debtor with any of
the terms, provisions and conditions of any Interim Order.
A copy of the order is available at https://urlcurt.com/u?l=HMVPUj
from PacerMonitor.com.
About AINS Nashville LLC
AINS Nashville LLC operates a restaurant at 206 21st Avenue South,
Unit D-2, Nashville, Tennessee.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41997) on June 5,
2023. In the petition signed by Matthew Shendel, managing member,
the Debtor disclosed up to $50,000 in assets and up to $10 million
in liabilities.
Judge Nancy Hershey Lord oversees the case.
Fred S. Kantrow, Esq., at the Kantrow Law Group, PLLC, represents
the Debtor as legal counsel.
ALLDRIN ORCHARDS: Seeks to Hire David C. Johnston as Legal Counsel
------------------------------------------------------------------
Alldrin Orchards Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire David C.
Johnston, Attorney at Law as its legal counsel.
The firm's services include:
(a) giving the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7, 11, 12, and 13, and
legal advice about non-bankruptcy alternatives for dealing with the
claims against it;
(b) giving the Debtor in Possession legal advice about its
rights, powers, and obligations in the Chapter 11 case and in the
management of the estate;
(c) taking necessary action to enforce the automatic stay and
to oppose motions for relief from the automatic stay;
(d) taking necessary action to recover and avoid any
preferential or fraudulent transfers and to exercise the Debtor in
Possession's strong-arm powers;
(e) appearing with the Debtor's corporate secretary at the
meeting of creditors, status conference, and other hearings held
before the Court;
(f) reviewing and if necessary, objecting to proofs of claim;
(g) taking steps to obtain Court authority for the sale or
refinancing of assets if necessary;
(h) preparing a plan of reorganization and taking all steps
necessary to bring the plan to confirmation, if possible;
(i) representing the Debtor in Possession in all adversary
proceedings in this court where it is a party.
The firm will be paid at the rate of $420 per hour.
David Johnston, Esq., disclosed in a court filing that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
David C. Johnston, Esq.
David C. Johnston, Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 579-9420
About Alldrin Orchards
Alldrin Orchards Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No.
23-90224) on May 22, 2023, with $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. Lisa J. Alldrin,
secretary, signed the petition.
Judge Ronald H. Sargis oversees the case.
The Debtor is represented by David C. Johnston, Esq., a practicing
attorney in Oakdale, Calif.
ALLEGIANCE COAL: Seeks to Extend Plan Exclusivity to September 19
-----------------------------------------------------------------
Allegiance Coal USA Limited and its affiliates ask the U.S.
Bankruptcy Court for an order extending the exclusive periods
during which only the debtors may file a chapter 11 plan and
solicit acceptances to September 19, 2023 and November 20, 2023,
respectively.
The Debtors stated that because they are currently focused on
maximizing value through one or more sales of their assets, they
have not yet focused on claims administration. "As a result,
no party in interest is ready to submit a plan, and the Debtors
should have sufficient time to administer claims to enable them
to craft a chapter 11 plan, if necessary, that will be best for
the Debtors' estates and creditors," the Debtors explained.
Unless extended, the Debtors' exclusive filing period and
exclusive solicitation period ends on June 21, 2023 and August
21, 2023, respectively.
About Allegiance Coal USA Limited
Allegiance Coal USA Limited is a listed Australian company
focused on seaborne met coal mine development and operations,
with operating mines in southeast Colorado, central Alabama, as
well as a development project in northwest British Columbia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10234) on February
21, 2023. In the petition signed by Jonathan Romcke, chief
executive officer, the Debtor disclosed up to $100 million in
assets and up to $50 million in liabilities.
Judge Craig T. Goldblatt oversees the case.
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
represents the Debtor as legal counsel.
ALPHA ENTERTAINMENT: XFL CEO Pay Coverage Suit vs. McMahon Advances
-------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Vince McMahon must face
claims that he personally guaranteed to cover any losses that
former XFL CEO Oliver Luck may incur from a lawsuit seeking to claw
back up to $11.1 million Luck earned before the football league
went bankrupt.
Luck has viable claims against the founder and former owner of the
XFL based on the contract he signed in 2018 to helm the league's
operations, Judge Victor A. Bolden of the US District Court for the
District of Delaware ruled Friday, rejecting McMahon's request to
toss the case. If Luck ultimately prevails, McMahon would be on the
hook to cover any judgments against Luck in a pending bankruptcy
court action to take back his CEO salary payments.
The guaranty provides that McMahon's obligations "shall be
absolute, unconditional, continuing and irrevocable," Bolden noted,
finding that Luck adequately pleaded claims under the employment
agreement and never released McMahon from potential obligations
despite settling a separate wrongful termination suit against him
last 2022.
Alpha Entertainment Inc., the company McMahon created to operate
the XFL, filed for bankruptcy in April 2020, cutting short the
league's inaugural season. The league was thereafter sold for $15
million to an investor group led by Dwayne "The Rock" Johnson.
Alpha's bankruptcy plan administrator, Peter Hurwitz, sued Luck in
2022, alleging he should be required to return payments he received
under a five-year contract paying him about $7 million annually.
Hurwitz is tasked with clawing back funds to boost recoveries for
the company's creditors.
Hurwitz complained that Luck "failed to exercise proper business
judgment; failed to comply with league policies; failed to comply
with the XFL Employee Handbook; failed to attend meetings;
disclosed confidential information without proper authorization;
and effectively abandoned his responsibilities when faced with the
Covid crisis."
Hurwitz, echoing claims previously asserted by McMahon, said that
Luck violated the league's personnel policy by hiring wide receiver
Antonio Callaway despite his suspension from the NFL for substance
abuse.
Luck has said his firing was based on "pretextual and meritless
allegations" regarding his performance. Luck earlier this year had
the complaint transferred from a Delaware bankruptcy court to
Bolden.
The case is In re Alpha Entertainment LLC, D. Conn., No. 23-00118,
opinion issued 6/23/23
About Alpha Entertainment
Alpha Entertainment LLC, which does business as the "Xtreme
Football League" -- https://www.alphaentllc.com/ -- is a
professional American football league. The XFL kicked off with
games beginning in February 2020. The XFL offered fast-paced,
three-hour games with fewer play stoppages and simpler rules. The
XFL featured eight teams, 46-man active rosters, and a 10-week
regular season schedule, with a postseason consisting of two
semifinal playoff games and a championship game. The eight XFL
teams were the DC Defenders, the Dallas Renegades, the Houston
Roughnecks, the Los Angeles Wildcats, the New York Guardians, the
St. Louis BattleHawks, the Seattle Dragons, and the Tampa Bay
Vipers.
Alpha Entertainment, based in Stamford, CT, filed a Chapter 11
petition (Bankr. D. Del. Case No. 20-10940) on April 13, 2020. The
Hon. Laurie Selber Silverstein oversees the case. In its petition,
the Debtor was estimated to have $10 million to $50 million in both
assets and liabilities. The petition was signed by John Brecker
independent manager.
The Debtor hired Young Conaway Stargatt & Taylor, LLP as counsel.
Donlin Recano & Company, Inc., is the claims agent and
administrative advisor.
AMC ENTERTAINMENT: $2B Bank Debt Trades at 22% Discount
-------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment
Holdings Inc is a borrower were trading in the secondary market
around 78.2 cents-on-the-dollar during the week ended Friday, June
30, 2023, according to Bloomberg's Evaluated Pricing service data.
The $2 billion facility is a Term loan that is scheduled to mature
on April 22, 2026. About $1.92 billion of the loan is withdrawn
and outstanding.
AMC Entertainment Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides theatrical exhibition,
movie screening, food distribution, online ticket booking, and
other related services.
ATHENEX INC: Seeks to Hire MERU, Appoint Nicholas Campbell as CRO
-----------------------------------------------------------------
Athenex Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ MERU,
LLC and designate Nicholas Campbell and Samir Saleem as chief
restructuring officer and assistant chief restructuring officer,
respectively.
The Debtors require a restructuring advisor to:
a. perform a financial review including, without limitation,
the Debtors' short-term and long-term projected cash flows and
operating performance, and develop, implement and oversee cash
management strategies, tactics and processes;
b. assist the Debtors' management with maintaining the 13-week
cash flow forecast and distribute to internal and external
stakeholders;
c. assist in the development of a retention plan for key
employees;
d. assist the chief financial officer and other professionals
engaged by the Debtors in developing for the Board of Directors'
review possible restructuring plans or strategic alternatives for
maximizing the enterprise value of the Debtors' various business
lines;
e. identify, plan and execute on cost reduction initiatives
including a reduction in force as approved by the special committee
and the Board;
f. advise, lead and manage, as appropriate, communications and
negotiations with outside stakeholders, including lenders,
customers, suppliers, and employees;
g. provide other services as requested or directed by the
special committee or other personnel of the Debtors; and
h. manage the Debtors' consolidated cash flow forecasting,
stabilize the Debtors' business operations and financial position,
lead stakeholder communications, and develop and evaluate potential
strategic alternatives for the Debtors, including financial
projections in support of said alternatives.
The standard hourly rates charged by the firm are as follows:
Partners/Managing Partners $725 to $850 per hour
Senior Directors/Principals $575 to $700 per hour
Vice Presidents/Directors $450 to $575 per hour
Analysts/Associates $200 to $450 per hour
The firm received a retainer in the total amount of $300,000 from
the Debtors.
Mr. Campbell disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Nicholas K. Campbell
Meru, LLC
1175 Peachtree Street, N.E.
Building 100, Suite 1000
Atlanta, GA 30361
Tel: (404) 452-5802
Email: Nick@wearemeru.com
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas Lead
Case No. 23-90295). The Debtors' cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU, LLC as restructuring advisor; and Cassel Salpeter &
Co., LLC as investment banker. Nicholas Campbell and Samir Saleem
of MERU, LLC serve as the Debtors' chief restructuring officer and
assistant chief restructuring officer, respectively. Epiq Corporate
Restructuring, LLC is the Debtors' claims, noticing and
solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Porzio, Bromberg & Newman, PC and McKool Smith, PC
as legal counsels, and Emerald Capital Advisors as financial
advisor.
ATHENEX INC: Taps Cassel Salpeter & Co. as Investment Banker
------------------------------------------------------------
Athenex Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Cassel Salpeter & Co., LLC as investment banker.
The firm will provide these services:
a. General Services:
i. attending meetings of the Board of Directors of the
Debtors, whether in person or telephonically, with respect to
matters on which the firm has been engaged to advise under the
Investment Banking Agreement; and
ii. providing testimony, as necessary, with respect to matters
on which Cassel has been engaged to advise under the Investment
Banking Agreement in any proceeding before the bankruptcy court.
b. Financing Services:
i. assisting in connection with any financing and use of cash
collateral;
ii. evaluating financing proposals on behalf of the Debtor and
providing guidance with respect to the structure;
iii. assisting in the discussions or negotiations of any
financing, as requested by the Debtors; and
iv. assisting the Debtors and their professionals in closing
any financing as deemed appropriate and necessary.
c. Sale Transaction and APD Sale Transaction Services:
i. assisting in the preparation of limited materials
describing the Debtors' industry, business strategy, business and
management, and incorporating current financial and other
appropriate information furnished by the Debtors, which may be
amended and supplemented from time to time;
ii. using reasonable efforts in identifying and introducing
the Debtors to prospective potential acquirers;
iii. evaluating sale transaction and "APD" sale transaction
proposals and providing the Debtors management with guidance on
sale transaction structure and terms;
iv. coordinating and assisting the management of the Debtors
in preparing for and hosting management presentations, as well as
conference and diligence calls;
v. assisting in any discussions and negotiations of a sale
transaction and APD sale transaction;
vi. assisting in the coordination of documentation and sale
transaction and APD sale transaction closing, as deemed
appropriate; and
vii. advising with regards to divestitures of non-strategic
assets.
The firm will be paid at these rates:
a. Initial Fee. A non-refundable, one-time cash fee of
$50,000, payable by check or wire transfer in immediately available
U.S. funds.
b. Monthly Fee. A non-refundable monthly cash fee of $50,000
payable by check or wire transfer in immediately available U.S.
funds on May 20, 2023, and on each monthly anniversary
thereafter that shall be 50 percent credited after the first three
monthly fees against any financing fee, restructuring fee or sales
transaction fee.
c. APD Marketing Fee. In connection with the APD sale
transaction, subject to entry of an order by the bankruptcy court
approving this agreement and the retention of the firm, Cassel
shall be entitled to receive, and the Debtors agree to pay the
firm, an additional nonrefundable fee of $100,000.
d. Restructuring Fee. If the Debtors consummate a
restructuring, the Debtors shall pay to the firm a restructuring
fee equal to $500,000.
e. Financing Fee. If the Debtors consummate a financing, the
Debtors shall pay to Cassel a financing fee equal to 2 percent of
the financing consideration.
f. Sale Transaction Fee. If, whether in connection with the
consummation of a restructuring or otherwise, the Debtors
consummate a sale transaction, the Debtors shall pay to Cassel a
sale transaction fee (the sale transaction fee), payable by check
or wire transfer in immediately available U.S. funds at the closing
of the sale transaction, equal to the greater of (x) $500,000 or
(y) the sum of (i) 5 per cent of the sale consideration up to $20
million; and (ii) 3 percent of the sale consideration in excess of
$20 million.
(i) In the event there is a stalking horse bidder for the APD
sale transaction, then the APD sale fee due to Cassel shall be
equal to the sum of (i) 5 percent of the sale consideration (as
defined in Exhibit A) above $32.5 million up to $40.0 million; and
(ii) 7.5 percent of the sale consideration in excess of $40
million.
(ii) In the event there is no stalking horse bidder for the
APD sale transaction, then the APD sale fee due to the firm by the
Debtors shall be equal to the sum of (i) 2.5 percent of the sale
consideration above $30 million up to $35 million; (ii) 5.0% of the
sale consideration above $35 million up to $40 million; and (ii)
7.5 percent of the sale consideration in excess of $40 million.
During the 90-day period prior to the petition date, the firm
received $100,000 in fees and expense reimbursements.
James Cassel, a partner at Cassel, disclosed in a court filing that
his firm is a "disinterested person" pursuant to Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
James S. Cassel
Cassel Salpeter & Co., LLC
801 Brickell Avenue, Suite 1900
Miami, FL 33131
Office: 305-438-7701
Fax: 305-438-7710
Email: jcassel@cs-ib.com
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas Lead
Case No. 23-90295). The Debtors' cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU, LLC as restructuring advisor; and Cassel Salpeter &
Co., LLC as investment banker. Nicholas Campbell and Samir Saleem
of MERU, LLC serve as the Debtors' chief restructuring officer and
assistant chief restructuring officer, respectively. Epiq Corporate
Restructuring, LLC is the Debtors' claims, noticing and
solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Porzio, Bromberg & Newman, PC and McKool Smith, PC
as legal counsels, and Emerald Capital Advisors as financial
advisor.
ATHENEX INC: Taps Harter Secrest & Emery as Special Counsel
-----------------------------------------------------------
Athenex Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Harter Secrest & Emery, LLP as special counsel.
The firm's services include representing and advising the Debtors
in connection with mergers and acquisitions, labor, securities and
corporate governance matters. Subject to further order of the
court, Harter proposes to continue to render these services to the
Debtors as special counsel in these Chapter 11 cases.
The firm will be paid at these rates:
Alexander McClean (Partner) $500 per hour
Philip Delmont (Partner) $565 per hour
Amy Hemenway (Partner) $520 per hour
Anne Downey (Partner) $400 per hour
Nicholas Gatto (Senior Counsel) $485 per hour
Margaret Rhoda (Senior Associate) $365 per hour
Matthew Eldred (Senior Associate) $345 per hour
In connection with the Debtors' retention of professionals, the
firm received payments during the year prior to the petition date
in the aggregate amount of $725,476 for services rendered and
$17,812.33 for reimbursement of disbursements incurred in
connection with the firm's representation of the Debtors. As of the
petition date, the firm has unpaid amounts totaling approximately
$202,487.12 for services rendered and $4,415.92 for disbursements
incurred.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Harter
disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: To be provided.
Alexander McClean, Esq., a partner at Harter, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
733 Third Avenue
New York, NY 10017
Tel: (646) 790-5884
Fax: (585) 232-2152
Email: amcclean@hselaw.com
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas Lead
Case No. 23-90295). The Debtors' cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU as financial advisor; and Cassel Salpeter & Co., LLC
as investment banker. Epiq is the claims agent.
AV RESIDENCE: Hospitaly Investor Files for Chapter 11
-----------------------------------------------------
A pair of Bay Area hospitality investors have filed for Chapter 11
bankruptcy on a Pacific Heights mansion, according to filings with
the U.S. Bankruptcy Court for the Northern District of California.
The filing comes a year after the pair's investment group also
filed for bankruptcy on three Bay Area hotels.
The home was purchased under the entity AV Residence LLC, of which
Hitesh Patel owns 50 percent of and Bhavesh Patel has 25 percent.
The remaining 25 percent is owned by another individual named Renna
Patel.
Hitesh Patel, one of the heads (along with Bhavesh) of San
Francisco-based Golden State Hospitality Group, submitted the
filings for a home located at 2741 Vallejo Street in San Francisco.
The home was last sold for $9.5 million in 2020 and is currently
valued at $9.8 million, according to property records.
The home was built 124 years ago, totals 4,600 square feet, and has
five bedrooms and six bathrooms. The Pacific Heights home is four
levels and was remodeled recently to include "top-of-line" fixtures
and fittings, according to a former listing on Redfin. The
exterior of the home features a large deck and a garden.
The Patels did not respond to requests for comment.
The investors have also filed for bankruptcy on a number of their
investment properties. In June 2022, they submitted filings for
three of at least 15 properties they own. Bankruptcy filings
signed by Hitesh Patel last year are for affiliates of a Quality
Inn & Suites in Santa Rosa and a La Quinta Inn & Suites in
Fairfield which indicated assets of more than $10 million and
liabilities of more than $10 million and of about $8.3 million,
respectively.
About AV Residence
AV Residence LLC owns real estate located at 2741 Vallejo Street,
San Francisco, California valued at $12 million.
AV Residence LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N. D. Cal. Case No.: 23-30392) on June 19,
2023. In the petition filed by Hitesh Patel, as managing member,
the Debtor reports total assets of $12,004,605 and total
liabilities of $10,159,017.
The Debtor is represented by:
Brent D. Meyer, Esq.
MEYER LAW GROUP LLP
268 Bush Street #3639
San Francisco, CA 94104
Tel: (415) 765-1588
Fax: (415) 762-5277
Email: brent@meyerllp.com
B&G PROPERTY: Seeks Approval to Hire CBRE as Appraiser
------------------------------------------------------
B&G Property Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Oregon to hire CBRE, Inc. to
conduct an appraisal of The Villages at West Point in Troup County,
Ga.
The firm's hourly rate is $450 and the cost of the appraisal is
$1,500.
As disclosed in court filings, CBRE does not represent any interest
adverse to the Debtor.
The firm can be reached through:
Michael L. Hunter
CBRE, Inc.
3550 Lenox Road, Ste 2300
Atlanta, GA 30326
Phone: 404-504-7900
Fax: 404-504-0021
About B&G Property Investments
B&G Property Investments, LLC, a company in Medford, Ore., filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29,
2022, with $10 million to $50 million in both assets and
liabilities. Keith Boyd, manager, signed the petition.
Judge Thomas M. Renn presides over the case.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP represents the
Debtor as counsel.
The U.S. Trustee for Region 18 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Farleigh Wada Witt.
BANQ INC: Fine-Tunes Plan Documents
-----------------------------------
Banq Inc. submitted a First Amended Chapter 11 Plan of
Reorganization under Subchapter V dated June 29, 2023.
The Debtor filed this Chapter 11 Case to reorganize its financial
affairs as set forth in this Plan. The Debtor believes that the
reorganization of its financial affairs under this Plan will allow
it to pursue its claims against the Defendants to a favorable
conclusion and to resume ordinary business operations.
The Debtor has engaged the law firm of Diamond McCarthy LLP
("Litigation Counsel") to act as special litigation counsel with
respect to the pursuit of the Purcell Litigation Claims. Litigation
Counsel has agreed to represent the Debtor and Reorganized Debtor
in pursuing the Purcell Litigation Claims on a contingency basis
subject to the terms and conditions set forth in the Application
for Order Authorizing and Approving the Retention and Employment of
Diamond McCarthy LLP as Special Litigation counsel for Debtor Banq
Inc. [ECF No. 10] and related documents filed in the Bankruptcy
Court on June 14, 2023, which terms and conditions generally
provide that Litigation Counsel will be entitled to receive a
contingency fee in an amount equal to thirty-seven and one half
percent (37.5%) of the gross recovery realized through the pursuit
of the Purcell Litigation Claims.
Such terms and conditions also generally provide that the
Reorganized Debtor shall reimburse Litigation Counsel for all out
of-pocket expenses incurred in connection with the pursuit of the
Purcell Litigation Claims on a monthly basis during the term of the
Plan.
The Secured Lender has agreed, consistent with the terms and
conditions set forth in the New Secured Loan Documents and
contingent upon the entry by the Bankruptcy Court of a final order
confirming this Plan in a form reasonably acceptable to Secured
Lender, to advance up to $350,000 in new secured financing to the
Reorganized Debtor through the New Secured Loan, which shall be
secured by a first-priority perfected security interest in all of
the personal property of the Reorganized Debtor, including the
Purcell Litigation Claims and all other Causes of Action.
The Reorganized Debtor will use the New Secured Loan (i) to pay
Administrative Claims and Priority Claims, (ii) to fund its
business operations during the term of the Plan, including
reimbursement of out-of-pocket expenses incurred by Litigation
Counsel, and (iii) to create a reserve to provide for payment of
the Guaranteed Distribution at the conclusion of the three-year
term of the Plan. The Secured Lender may agree to advance
additional funds to the Reorganized Debtor in connection with the
New Secured Loan on terms that are mutually agreeable to the
Secured Lender and the Reorganized Debtor following confirmation of
the Plan.
The funding available to the Reorganized Debtor through the New
Secured Loan will provide for payment of all Administrative Claims
and Priority Claims upon confirmation of the Plan and will provide
for payment of the Guaranteed Distribution upon the conclusion of
the three-year term of the Plan.
All proceeds of any recovery on the Purcell Litigation Claims or
other Causes of Action during the three-year term of the Plan shall
be applied in the following order of priority: first to payment of
all contingency fee amounts due and owing to Litigation Counsel
relating to the Purcell Litigation Claims, second to payment of all
unreimbursed out-of-pocket expenses incurred by Litigation Counsel
relating to the Purcell Litigation Claims, third to payment of all
indebtedness owed in connection with the New Secured Loan, fourth
to payment of all outstanding business expenses incurred by the
Reorganized Debtor during the three-year term of the Plan, and
fifth to payment of the Litigation Proceeds Distribution.
Any such proceeds remaining after payment of the Litigation
Proceeds Distribution shall be available to the Reorganized Debtor
to be distributed to Holders of Equity Interests or retained for
investment in future business operations of the Reorganized Debtor
as the Reorganized Debtor may deem appropriate in accordance with
its Articles of Incorporation, Bylaws, and other governing
documents.
Like in the prior iteration of the Plan, each Holder of an Allowed
Class 3 General Unsecured Claims, if any, shall along with each
Holder of an Allowed Class 2 Claim, receive on or before the
Distribution Date, or as soon thereafter as reasonably practicable,
(i) its Pro Rata share of the Litigation Proceeds Distribution or
(ii) its Pro Rata Share of the Guaranteed Distribution, whichever
may apply, up to an amount that shall not exceed the Allowed amount
of each such Class 3 Claim exclusive of all interest, fees,
penalties, and other charges that may accrue after the Petition
Date.
Except to the extent that a Holder of an Allowed Class 4 Equity
Interest agrees to a less favorable treatment, each Holder of an
Allowed Class 4 Equity Interest shall receive on the Effective
Date, or as soon thereafter as reasonably practicable, New Equity
Interests consisting of shares of stock in the Reorganized Debtor
in the same amount and same class of shares that each Holder of an
Allowed Class 4 Equity Interest held in the Debtor as of the
Petition Date.
The funds necessary to satisfy the Reorganized Debtor's obligations
and to ensure the Reorganized Debtor's continuing performance under
the Plan after the Effective Date will be obtained from: (i) cash
on hand, if any; (ii) the New Secured Loan; (iii) the net proceeds,
if any, recovered by the Reorganized Debtor on account of the
Purcell Litigation Claims or other Causes of Action; (iv) with the
consent of the Secured Lender, which shall not be unreasonably
withheld, any reserves established by the Debtor; and (v) other
equity contributions or financing, if any, that the Debtor may
obtain on or after the Effective Date.
A full-text copy of the First Amended Plan dated June 29, 2023 is
available at https://urlcurt.com/u?l=oPMfkq from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
James Patrick Shea, Esq.
Bart K. Larsen, Esq.
Kyle M. Wyant, Esq.
SHEA LARSEN
1731 Village Center Circle, Suite 150
Las Vegas, Nevada 89134
Telephone: (702) 471-7432
Fax: (702) 926-9683
Email: jshea@shea.law
blarsen@shea.law
kwyant@shea.law
About Banq Inc.
Banq Inc. is a developer of digital payment, banking and crypto
systems.
Banq Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case No.
23-12378) on June 13, 2023. In the petition signed by Joshua
Sroge, CEO, the Debtor disclosed $17,725,914 in assets and
$5,451,447 in liabilities.
Bart Larsen, Esq., of SHEA LARSEN PC, is the Debtor's counsel.
BASS MANAGEMENT: August 3 Plan Confirmation Hearing
---------------------------------------------------
Judge Catherine Peek McEwen has entered an order conditionally
approving the Disclosure Statement of Bass Management Group, LLC,
d/b/a Holiday Inn Express.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
August 3, 2023 at 11:00 a.m. in Tampa, FL - Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Any written objections to the Disclosure Statement must be filed
with the Court and served on the Local Rule 1007−2 Parties in
Interest List no later than 7 days prior to the date of the hearing
on confirmation.
Parties in interest must submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than 8 days before
the date of the Confirmation Hearing.
Objections to confirmation must be filed with the Court and served
on the Local Rule 1007−2 Parties in Interest List no later than 7
days before the date of the Confirmation Hearing.
The Plan Proponent must file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
About Bass Management Group
Bass Management Group, LLC, a company in Clearwater, Fla., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 23-01866) on May 8, 2023, with $30,840,000 in
total assets and $11,225,558 in total liabilities. Judge Catherine
Peek McEwen oversees the case. Buddy D. Ford, PA, serves as the
Debtor's bankruptcy counsel.
BDC GROUP: Seeks Approval to Hire Ag & Business as Attorney
-----------------------------------------------------------
BDC Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Iowa to hire Ag & Business Legal
Strategies as its attorney.
The firm's services include:
a. preparing pleadings and applications and conducting
examinations incidental to any related proceedings or to the
administration of this case;
b. developing the relationship of the status of the
Debtor-in-Possession to the claims of creditors in this case;
c. advising the Debtor-in-Possession of its rights, duties,
and obligations in this bankruptcy;
d. taking any other necessary action incident to the proper
preservation and administration of this bankruptcy case; and
e. advising and assisting the Debtor in the formation and
preparation of a plan under Chapter 11 of the Bankruptcy Code and
all matters related thereto.
The firm will be paid at these rates:
Attorney Joseph Peiffer $575 per hour
Of Counsel $405 per hour
Senior Associate Attorneys $405 per hour
Junior Associate Attorneys $350 per hour
Support Staff $170 per hour
The Court approve payment of a prepetition retainer to the firm in
the amount of $110,499.50, of which $39,863 was used prepetition,
leaving a balance of $70,636.50 on the filing date.
As disclosed in the court filings, AG & Business Legal Strategies
is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Austin J. Peiffer, Esq.
AG & BUSINESS LEGAL STRATEGIES
P.O. Box 11425
Cedar Rapids, IA 52410-1425
Telephone: (319) 363-1641
Fax: (319) 200-2059
Email: austin@ablsonline.com
About BDC Group
BDC Group, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13,
2023. In the petition signed by Dennis Bruce, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Austin J. Peiffer, Esq., at AG & Business Legal Strategies,
represents the Debtor as legal counsel.
BERTUCCI'S RESTAURANTS: Cash Collateral Access OK'd Thru Aug 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Bertucci's Restaurants, LLC to use
cash collateral on an interim basis in accordance with the budget
through the date of the final hearing set for August 3, 2023 at
1:30 p.m.
The Debtor is permitted to use cash collateral to pay:
a. amounts expressly authorized by the Court, including
payments to the United States Trustee for quarterly fees; and
b. the current and necessary expenses set forth in the budget,
plus an amount not to exceed 10% for the expenses.
During the interim period, PHL Holdings, LLC and Rewards Network
will each have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as its respective prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law. The replacement liens granted will
secure all obligations owing from the Debtor to PHL and Rewards
Network, as the case may be.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=iyvKsZ from PacerMonitor.com.
The budget provides for total operating disbursements, on a weekly
basis as follows:
$1,712 for the week ending July 2, 2023;
$1,283 for the week ending July 9, 2023;
$1,968 for the week ending July 16, 2023;
$1,176 for the week ending July 23, 2023; and
$2,041 for the week ending July 30, 2023.
About Bertucci's Restaurants, LLC
Bertucci's Restaurants, LLC is a Florida limited liability company
that was formed in May 2018. The Company owns and operates
approximately 47 Italian-themed restaurants under the name
Bertucci's Brick Oven Pizza & Pasta.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on December 5,
2022. In the petition signed by Jeffrey C. Sirolly, its secretary,
the Debtor disclosed up to $50,000 in assets and up to $100 million
in liabilities.
Judge Grace E. Robson oversees the case.
R. Scott Schuker, Esq., at Shuker and Dorris, P.A., is the Debtor's
legal counsel.
BEVERLY COMMUNITY: Committee Taps Province LLC as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors Beverly Community
Hospital Association and its affiliates seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
employ Province LLC as its financial advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' budget,
assets and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. executing or assisting in monitoring any sale or capital
raise process, reviewing bidding procedures, stalking horse bids,
asset purchase agreements, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' KEIP and KERP and
various professional retentions;
e. analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. preparing, or reviewing as applicable, avoidance action and
claim analyses;
h. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, budgets, and monthly
operating reports;
i. advising the Committee on the current state of this chapter
11 case;
j. advising the Committee in negotiations with the Debtors and
third parties as necessary;
k. if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Province has provided
advice; and
l. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
The firm will charge these hourly rates:
Managing Directors and Principals $800-$1,350
Vice Presidents, Directors,
and Senior Directors $580-$950
Analysts, Associates, and Senior Associates $300-$650
Other/Para- Professional $220-$300
The Debtors paid the firm a retainer of $250,000.
Sanjuro Kietlinski, a partner at Province, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sanjuro Kietlinski
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: skietlinski@provincefirm.com
About Beverly Community Hospital Association
Beverly Community Hospital Association and affiliates operate
general medical and surgical hospitals.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-12359) on April
19, 2023. In the petition signed by its chief executive officer,
Alice Cheng, Beverly Community disclosed $1 million to $10 million
in assets and $100 million to $500 million in liabilities.
Judge Sandra R. Klein oversees the case.
The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as
bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special
and conflicts counsel; and Triple P RTS, LLC, a wholly owned
subsidiary of Portage Point Partners, LLC, as restructuring
advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Beverly
Community Hospital Association. The committee is represented by
Tania Moyron, Esq.
BLINK CHARGING: Inks Separation Agreement With Former CEO
---------------------------------------------------------
Blink Charging Co. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company and its former
Chief Executive Officer Michael D. Farkas entered into a separation
and general release agreement, dated as of June 20, 2023 pursuant
to Mr. Farkas' May 1, 2023 termination of employment and the terms
of his employment agreement, effective as of Jan. 1, 2021.
The Separation Agreement will become effective on June 28, 2023,
assuming that Mr. Farkas does not exercise his right to revoke his
acceptance within seven days of his signing. Under the terms of
the Separation Agreement, the Company will provide Mr. Farkas with
(i) $6,028,083 in cash compensation, (ii) 383,738 shares of the
Company's common stock, and (iii) reimbursement for medical
benefits under COBRA for 24 months or until Mr. Farkas becomes
eligible for coverage under another employer's group plan. In
addition, Mr. Farkas' outstanding issued and unvested equity awards
will vest. In return, Mr. Farkas agreed that he has received all
compensation to which he is entitled with respect to his employment
or termination thereof (except for any obligations under the
parties' Commission Agreement, dated as of Nov. 17, 2009) and Mr.
Farkas is releasing the Company from all claims that he might have
related to his employment. Further, Mr. Farkas acknowledged that
the terms of his non-competition and non-solicitation covenants
under his Employment Agreement remain in effect, except that Mr.
Farkas will be permitted to continue to work with certain
individuals with whom he has a current relationship outside of the
Company.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has sold or deployed over 66,000 chargers, many of which are
networked EV charging stations, enabling EV drivers to easily
charge at any of Blink's charging locations worldwide. Blink's
principal line of products and services is its nationwide Blink EV
charging networks and Blink EV charging equipment, also known as
electric vehicle supply equipment ("EVSE"), and other EV related
services, and the products and services of recent acquisitions,
including SemaConnect, EB Charging, Blue Corner and BlueLA.
Blink Charging reported a net loss of $91.56 million in 2022, a net
loss of $55.12 million in 2021, a net loss of $17.85 million in
2020, a net loss of $9.65 million in 2019, and a net loss of $3.42
million in 2018.
* * *
This concludes the Troubled Company Reporter's coverage of Blink
Charging until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
BOXED INC: Seeks Interim Approval of Disclosure Statement
---------------------------------------------------------
Boxed, Inc., et al., submitted a motion for the entry of an order
granting interim approval of the adequacy of Disclosures contained
in the Combined Joint Chapter 11 Plan of Liquidation and Disclosure
Statement of Boxed, Inc. and its Debtor Affiliates filed
contemporaneously herewith and granting related relief.
A hearing on the Motion is scheduled for July 12, 2023, at 10:30 AM
at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #1,
Wilmington, Delaware. Objections are due by July 5, 2023.
The Debtors seek to establish these key dates, subject to the
Court's availability, as follows:
* The Voting Record Date will be on July 6, 2023.
* The Deadline to Mail Solicitation Packages / Solicitation
Commences in 4 business days after entry of the Proposed Order.
* The Deadline to File Plan Supplement is 7 days prior to the
Voting Deadline.
* The Voting Deadline is 7 days prior to the Combined Hearing.
* The Deadline to file and serves Objections to Combined Plan
and Disclosure Statement Confirmation and/or final approval of the
adequacy of the Disclosures is 7 days prior to the Combined
Hearing.
* The Deadline to file (1) Voting Tabulation Affidavit and (2)
Confirmation Brief is 3 days prior to the Combined Hearing.
* The Deadline for Debtors to file a reply to any objection is 3
days prior to the Combined Hearing.
* The Combined Hearing on final approval of Disclosures and
Confirmation of the Combined Plan and Disclosure Statement is 42
days after entry of the Proposed Order.
Here, the Disclosures contain ample information to allow
well-informed judgments on the Combined Plan and Disclosure
Statement.
The procedures provide for solicitation of the Combined Plan and
Disclosure Statement in accordance with Local Rule 3017-2, and
ensure that creditors and parties in interest will have sufficient
time to review the Combined Plan and Disclosure Statement and file
objections thereto in advance of the Combined Hearing. The Debtors
will consider all requests to make reasonable changes to the
Combined Plan and Disclosure Statement in advance of the hearing on
the Motion.
Counsel to the Debtors:
M. Blake Cleary, Esq.
Jeremy W. Ryan, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
E-mail: bcleary@potteranderson.com
jryan@potteranderson.com
kmorales@potteranderson.com
- and -
Madlyn Gleich Primoff, Esq.
Scott D. Talmadge, Esq.
Alexander Adams Rich, Esq.
FRESHFIELDS BRUCKHAUS DERINGER US LLP
601 Lexington Avenue, 31st Floor
New York, NY 10022
Telephone: (212) 277-4000
Facsimile: (212) 277-4001
E-mail: madlyn.primoff@freshfields.com
scott.talmadge@freshfields.com
alexander.rich@freshfields.com
About Boxed Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler in New York. It
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the company's own purpose-built storefront, marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
Boxed and four affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on
April 2, 2023. In the petition signed by its chief executive
officer, Chieh Huang, Boxed disclosed $100 million to $500 million
in both assets and liabilities.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and
Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting,
Inc. as financial advisor; and Solomon Partners, L.P., as
investment banker. Epiq Corporate Restructuring, LLC is the claims
and noticing agent and administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. Fox Rothschild, LLP and Alvarez & Marsal North America,
LLC, serve as the committee's legal counsel and financial advisor,
respectively.
BOXED INC: Unsecureds Owed $63M-$76M to Recover 0% to 100% in Plan
------------------------------------------------------------------
Boxed, Inc., et al., submitted a Combined Joint Chapter 11 Plan of
Liquidation and Disclosure Statement.
The Debtors began a marketing process for each of their business
segments prior to the filing of the Chapter 11 Cases. Ultimately,
the vast prepetition sale process yielded only one actionable offer
for certain of the Debtors' assets, and it was highly unlikely that
any other competitive bidder would emerge.
The Debtors concluded that the only actionable offer that they had
received in connection with the sale process was an offer from the
Prepetition First Lien Secured Lenders to credit bid a portion of
the Prepetition First Lien Secured Lenders' claim for the Spresso
business.
Spresso LLC, an entity owned and designated by the First Lien
Lenders, has agreed to purchase substantially all of the Debtors'
Spresso business for a credit bid of $26.25 million. Postpeittion,
the Debtors and Solomon Partners Securities, LLC, continued to
contact and re-contact potential purchasers to market the Debtors'
assets. These efforts did not yield any other new offers or
expressions of interest. On May 1, 2023, the Court entered an
order approving the private sale of the Spresso business, and the
parties subsequently consummated the sale.
Under the Plan, Class 6 Unsecured Claims total $63,100,000 to
$76,100,000. Each Holder of an Allowed Unsecured Claim will
receive a beneficial interest in the Liquidation Trust entitling
such Holder to such treatment as set forth below in Article X.E
with respect to the Liquidation Trust Distribution Proceeds.
Creditors will recover 0% to 100% of their claims. Class 6 is
impaired.
The Liquidation Trust Assets, including any recovery from the
prosecution of the Retained Causes of Action, if any, will be
distributed in accordance with the Plan, the Confirmation Order,
and the Bankruptcy Code.
The Liquidation Trust Distribution Proceeds will be distributed as
follows: (i) first, Holders of Allowed Prepetition First Lien
Lenders Secured Claim in Class 2 shall be repaid the amount of the
Liquidation Trust Funding Payment, (ii) second, after the amount of
the Liquidation Trust Funding Payment has been Paid in Full to
Holders of Allowed Prepetition First Lien Lender Secured Claims in
Class 2, Holders of Allowed Unsecured Claims in Classes 3 (Allowed
Prepetition Second Lien Term Loan Deficiency Claims and Allowed
Prepetition Second Lien Term Loan Unsecured Claims) and 6 (Allowed
Unsecured Claims) shall share the distribution of any Liquidation
Trust Distribution Proceeds on 50/50 basis (i.e., 50 percent to
Class 2 and 50 percent going to Classes 3 and 6) until such time as
the Allowed Prepetition First Lien Lender Secured Claims in Class 2
have been Paid in Full, (iii) once the Allowed Prepetition First
Lien Lender Secured Claims in Class 2 have been Paid in Full, all
further distributions of Liquidation Trust Distribution Proceeds
shall be made on a Pro Rata basis to Holders of Allowed Unsecured
Claims in Classes 3 (Allowed Prepetition Second Lien Term Loan
Deficiency Claims and Allowed Prepetition Second Lien Term Loan
Unsecured Claims) and 6 (Allowed Unsecured Claims).
As detailed herein, the projected recoveries for the beneficiaries
range from 0% to 100%. The Debtors have provided this estimated
range because it would be mere speculation to assess any value to
the retained causes of action and any potential recovery therefrom
for beneficiaries.
Counsel to the Debtors:
Madlyn Gleich Primoff, Esq.
Scott D. Talmadge, Esq.
Alexander Adams Rich, Esq.
FRESHFIELDS BRUCKHAUS DERINGER US LLP
601 Lexington Avenue, 31st Floor
New York, NY 10022
Telephone: (212) 277-4000
Facsimile: (212) 277-4001
E-mail: madlyn.primoff@freshfields.com
scott.talmadge@freshfields.com
alexander.rich@freshfields.com
- and -
M. Blake Cleary, Esq.
Jeremy W. Ryan, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
E-mail: bcleary@potteranderson.com
jryan@potteranderson.com
kmorales@potteranderson.com
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/IWEfv from Epiq11, the claims
agent.
About Boxed Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler in New York. It
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the company's own purpose-built storefront, marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
Boxed and four affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on
April 2, 2023. In the petition signed by its chief executive
officer, Chieh Huang, Boxed disclosed $100 million to $500 million
in both assets and liabilities.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and
Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting,
Inc. as financial advisor; and Solomon Partners, L.P. as investment
banker. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. Fox Rothschild, LLP and Alvarez & Marsal North America,
LLC serve as the committee's legal counsel and financial advisor,
respectively.
CALPLANT I: Fine-Tunes Plan; Confirmation Hearing August 15
-----------------------------------------------------------
CalPlant I Holdco, LLC, and CalPlant I, LLC, submitted a Second
Modified Second Amended Combined Disclosure Statement and Joint
Chapter 11 Plan dated June 29, 2023.
The liquidation of the Debtors' equipment is expected to take
approximately 11 months, and the Net Proceeds of such liquidation
will ultimately be distributed to holders of Liquidating Trust
Beneficial Interests, as provided for in this Plan. For the
avoidance of doubt, the Plant Liquidator will not, however, be
responsible for liquidating certain of the Debtors' Assets,
including, but not limited to, the Debtors' real estate and the
Retained Causes of Action, the most notable of which are the
Debtors' claims against Siempelkamp (the "Siempelkamp Claims").
This Plan provides for the Debtors' emergence from the Chapter 11
Cases. Namely, upon the occurrence of the Effective Date: (a) all
of the Debtors' Assets will vest in the Liquidating Trust, and the
Liquidating Director will liquidate those Assets pursuant to the
Liquidating Trust Agreement; and (b) the proceeds of the Exit
Facility Bonds will also vest in the Liquidating Trust. The Net
Proceeds will be used by the Liquidating Director to satisfy the
costs and expenses of the Liquidating Director, to repay the Exit
Facility Bonds, and to make distributions to holders of Allowed
Claims in accordance with and subject to the terms of this Plan.
In addition to the foregoing, the Liquidating Director will also be
responsible for resolving Disputed Claims; monitoring and
supervising the activities of the Liquidating Debtors (including
the filing of any pleadings or other motions with this Court) and
the Plant Liquidator; and performing any other duties delegated to
the Liquidating Director under this Plan.
Like in the prior iteration of the Plan, on the Effective Date, all
General Unsecured Claims shall be eliminated and extinguished, and
no payment on account of General Unsecured Claims shall be made.
The allowed unsecured claims total $21,838,000. This Class will
receive a distribution of 0% of their allowed claims.
The Debtors shall fund distributions under the Plan with (a) the
proceeds of the Exit Facility Bonds; (b) Net Proceeds; and (c) Cash
on hand. Each distribution of the Plan shall be governed by the
terms and conditions set forth in the Plan applicable to such
distribution and by the terms and conditions of the instruments or
other documents evidencing or relating to such distribution, which
terms and conditions shall bind each entity receiving such
distribution.
On the Effective Date, Liquidating Debtors shall enter into the
Exit Facility Documents. The Exit Facility Bonds shall be used for
the following purposes: (i) satisfying all reasonable and
documented fees, expenses, and disbursements that the Liquidating
Debtors or Liquidating Director, as applicable, may incur in
connection with the liquidation of the Assets; (ii) paying
reasonable and documented fees and expenses of any attorney,
accountant, or other professional that the Liquidating Debtors or
the Liquidating Director have retained in connection herewith;
(iii) satisfying Claims that must be paid on the Effective Date
(including, without limitation, Allowed Claims of the kind
described in section 503(b)(1)(B) or (C) of the Bankruptcy Code);
and (iv) satisfying all cure claims (if any).
The Confirmation Hearing has been scheduled for August 15, 2023 at
11:00 a.m. to consider final approval of the disclosure statement
and confirmation of the Plan.
Any objection to final approval of this Plan with respect to
providing adequate information or any other objections must be
filed by no later than August 3, 2023 at 4:00 p.m.
A full-text copy of the Second Modified Second Amended Combined
Disclosure Statement and Plan dated June 29, 2023 is available at
https://urlcurt.com/u?l=4813Kv from PacerMonitor.com at no charge.
Counsel to the Debtors:
Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: emonzo@morrisjames.com
bkeilson@morrisjames.com
- and -
Jennifer L. Marines, Esq.
Benjamin Butterfield, Esq.
Martha E. Martir, Esq.
Miranda Russell, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019-9601
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
E-mail: jmarines@mofo.com
bbutterfield@mofo.com
mmartir@mofo.com
mrussell@mofo.com
About CalPlant
CalPlant I, LLC -- http://www.eurekamdf.com/-- is a Northern
California-based company focused on manufacturing sustainably
sourced building products, including the creation of the world's
first no-added-formaldehyde, rice straw-based medium density
fiberboard, Eureka MDF. CalPlant and its predecessor company,
CalAg, LLC, have spent many years researching, developing, and
patenting a process to make high-quality MDF using annually
renewable rice straw as the feedstock, the disposal of which has
posed environmental issues in California for decades.
CalPlant I and CalPlant I Holdco, LLC sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11302) on Oct. 5, 2021. The cases
are handled by Honorable Judge John T. Dorsey.
CalPlant I Holdco listed up to $100 million in assets and up to
$50,000 in liabilities as of the bankruptcy filing while CalPlant I
listed as much as $500 million in both assets and liabilities.
The Debtors tapped Morrison & Foerster, LLP as bankruptcy counsel;
Morris James, LLP as local bankruptcy counsel; Paladin Management
Group as financial advisor; and KCoe Isom, LLP as auditor and tax
services provider. Kroll's Restructuring Administration practice,
formerly known as Prime Clerk, is the claims, noticing and
administrative agent.
CAMECO TECHNOLOGIES: Objects to Interim Approval of Disclosures
---------------------------------------------------------------
Mary R. Jensen, the Acting United States Trustee, objects to the
application for conditional approval of Cameco Technologies, LCC's
Plan and Disclosure Statement.
The U.S. Trustee points to these deficiencies in the Disclosure
Statement:
* In the Disclosure Statement, Section II(C)(1) states the
Debtor has made all payments to vendors, payroll, lease creditors,
taxes and professional fees. In the April operating report, the
Debtor states it has not paid its bills on time, and it has not
timely paid its taxes (MN has filed an administrative claim at POC
15). The January – March 20023 operating reports show that no
rent payments made (December 2022 and April 2023 reflect rent
payments). The Debtor is also delinquent in paying the United
States Trustee fees for the first quarter of 2023 (which is a
requirement of confirmation). The statement in the DS that the
Debtor has made these payments is untrue.
* In Section IV, the Debtor should itemize the administrative
expense claims, which may include the estimated professional fees
for the attorney and accountant; Minnesota Department of Revenue
claim for $4,414.25 (POC 15); rent payments for January, February
and March of 2023 (of $5,956.80 per month); adequate protection
payments to the secured creditors under the cash collateral orders
on its operating reports (or whether the Debtor is seeking to void
those payments through the unsecured treatment in the Plan).
* Section IV(B)(5) has some left over langue at the end of the
section that should be deleted.
* Section IV(C) states Classes 2 – 6 are impaired. In the
Plan at 4.01 all classes (1-7) are listed as impaired, but after
the table, the Plan states Classes 2-6 are impaired. The terms
should be consistent.
* In the Disclosure Statement, the historical information
provided is not adequate. The Debtor should at a minimum provide
the profit and loss statements from the operating reports for each
month the case has been pending in chapter 11 (November/December
2022 – May 2023) or provide a spreadsheet summarizing the
results.
* The DS requires an exhibit itemizing future projections and
plan payments over the life of the plan, with monthly results for
the first year. The Exhibit should also include the available cash
balance to pay administrative expenses. The Debtor lists
-$64,113.19 in cash at the end of the April MOR.
The UST reserves the right to raise any confirmation issue at the
confirmation hearing including the non-payment of quarterly fees,
feasibility or any other deficiency under 11 U.S.C. Sec. 1129.
About Cameco Technologies
Cameco Technologies, LLC, is a Microsoft Registered refurbished
distributor of computer equipment. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case
No. 22-31938) on Nov. 23, 2022. In the petition signed by Serge
Ngouambe, president, the Debtor disclosed up to $500,000 in assets
and up to $1 million in liabilities.
Judge Katherine A. Constantine oversees the case.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's
counsel.
CANOPY GROWTH: Widens Net Loss to C$3.3B in FY Ended March 31
-------------------------------------------------------------
Canopy Growth Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
C$3.31 billion on C$402.90 million of net revenue for the year
ended March 31, 2023, compared to a net loss of C$330.56 million on
C$510.32 million of net revenue for the year ended March 31, 2022.
The increase in net loss as compared to FY2022 was driven primarily
by a C$1,887 million increase in asset impairment and restructuring
costs primarily related to goodwill impairment losses associated
with the Company's cannabis operations reporting unit, as well as a
C$1,219 million primarily related to the impact of non-cash fair
value changes partially offset by improved gross margins.
"Fiscal 2023 was a transformational year for Canopy Growth as we
began to implement a comprehensive strategy to accelerate our path
to profitability, and position our business to realize the
tremendous opportunities ahead. Our actions are already yielding
results and we expect to realize significant benefits from our cost
reduction program in Fiscal 2024. Paired with continued progress
in our Canopy USA strategy which enables a fast start, the Company
is well positioned as it strives towards its goal of long-term
North American cannabis leadership," said David Klein, chief
executive officer.
"Our actions throughout Fiscal 2023 have streamlined the
organization, reduced costs, and eliminated a significant portion
of Canopy Growth's debt. We recognize there is more work to be
done, and we have several initiatives already underway to further
reduce the operating cash burn in the businesses and improve our
balance sheet, including facility divestitures that are anticipated
to generate proceeds of up to $150 million in Fiscal 2024," said
Judy Hong, chief financial officer.
As of March 31, 2023, the Company had C$2.44 billion in total
assets, C$1.68 billion in total liabilities, and C$760.02 million
in total shareholders' equity. The Company ended FY2023 with cash,
cash equivalents and short-term investments of $783 million.
Ottawa, Canada-based KPMG LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated June 22,
2023, citing that the Company has material debt obligations coming
due in the short-term, has suffered recurring losses from
operations and requires additional capital to fund its operations,
which raise substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1737927/000095017023029420/cgc-20230331.htm
About Canopy Growth
Canopy Growth Corporation -- www.canopygrowth.com -- is a cannabis
consumer packaged goods company which produces, distributes, and
sells a diverse range of cannabis, hemp, and CPG products.
* * *
As reported by the TCR on Nov. 17, 2022, S&P Global Ratings lowered
its issuer credit rating on Canopy Growth Corp. (CGC) to 'SD'
(selective default) from 'CC'.
In July 2022, Fitch Ratings downgraded the Long-Term Issuer Default
Ratings (IDR) for Canopy Growth and 11065220 Canada Inc. to 'RD'
from 'C' on the completion of Canopy's exchange offer for a portion
of the convertible notes due July 2023.
CASA SYSTEMS: Moody's Raises CFR to Caa1 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded Casa Systems, Inc.'s ratings,
including the Corporate Family Rating to Caa1 from Caa2 and
Probability of Default Rating to Caa1-PD/LD from Caa3-PD. The PDR
is appended with the "/LD" designation to indicate a limited
default stemming from the recently completed debt exchange.
Moody's also downgraded the rating on the non-extended senior
secured term loan due December 2023 (Existing Term Loan), which has
approximately $5 million remaining outstanding, to Caa3 from Caa2.
The downgrade of the rating of the Existing Term Loan reflects this
debt's subordination to the superpriority term loan maturing 2027
(Superpriority Term Loan). The outlook was changed to stable from
negative.
The rating actions follow Casa's completion of the exchange offer,
which extends the maturity of 98% of the company's debt to December
2027 and thus greatly enhances the financial viability of the
company. There remains only about $5 million of near term debt
maturities, comprised of the remaining balance on the Existing Term
Loan, which matures in December 2023.
Upgrades:
Issuer: Casa Systems, Inc.
Corporate Family Rating, Upgraded to Caa1 from Caa2
Probability of Default Rating, Upgraded to Caa1-PD /LD (/LD
appended) from Caa3-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Downgrades:
Issuer: Casa Systems, Inc.
Senior Secured Bank Credit Facility, Downgraded to Caa3 from Caa2
Outlook Actions:
Issuer: Casa Systems, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The Caa1 CFR reflects Casa's high financial leverage due to the
depressed revenues, which has resulted in negative EBITDA (Moody's
adjusted) for the twelve months ended March 31, 2023. Casa's small
revenue scale also negatively impacts the credit profile, since it
magnifies the impact of the cyclical infrastructure spending
pattern of Casa's large customers, causing revenue volatility
within segments. For the quarter ended March 31, 2023, Casa's
revenues declined 30% compared to the same quarter in the prior
year due to weak demand and delayed customer orders across
segments, with product revenue down 33% and service revenues down
15%. Due to the weak revenue, profitability has eroded, with
negative EBITDA and cash consumption during the quarter.
The closing of the debt exchange included the use of $40 million of
balance sheet cash to pay down the Superpriority Term Loan balance
at closing. Although this reduced starting balance on the
Superpriority Term Loan reduces the interest expense, the higher
interest rate relative to the Existing Term Loan burdens cash flow.
Nevertheless, Moody's expects that Casa will progress to breakeven
free cash flow (FCF) later in 2023, reflecting increasing revenues
and the operating expense benefits of the reduction-in-force
actions taken in April 2023.
The stable outlook reflects Moody's expectation that Casa will
consume cash over the next quarter or two as Casa progresses to a
breakeven quarterly FCF later in 2023 due to a growing revenue base
and reduced operating expenses following April's
reduction-in-force. Although Moody's expects that Casa will consume
cash over the near term, the company has adequate liquidity given
the cash balance. Casa had cash of $112.5 million as of March 31,
2023 ($72.5 million proforma for the $40 million loan repayment
following closing of the debt exchange). With the improving cash
flow, the ratio of FCF to debt (Moody's adjusted) will increase
toward the low single digit percent level over the next 12 to 18
months.
The Caa3 rating of the Existing Term Loan reflects this debt's
contractual subordination to the Superpriority Term Loan. The
Superpriority Term Loan holds a first priority interest in Casa's
assets and those of certain of its subsidiaries, and a stock pledge
of certain other subsidiaries.
Casa's Speculative Grade Liquidity (SGL) rating of SGL-3 reflects
the company's adequate liquidity. Casa had cash of $112.5 million
as of March 31, 2023 ($72.5 million proforma for the $40 million
loan repayment following closing of the debt exchange). For the
full year 2023, Moody's expects that Casa will consume cash of $10
million to $15 million due to weak demand and the impact of the
higher interest expense on the Superpriority Term Loan following
closing. This will be partially offset by the anticipated
improvement in operating expenses following the reduction-in-force
actions taken in April. Thus, Moody's anticipate that FCF will
improve to a breakeven run rate by the third quarter of 2023.
Casa does not have a revolving credit facility to provide an
alternative source of liquidity. The Superpriority Term Loan is
governed by a single financial maintenance covenant: minimum
liquidity. The financial maintenance covenant will be tested
monthly and on November 15, 2023 and December 10, 2023.
Casa's ESG Credit Impact Score is CIS-5. This reflects governance
risks as indicated by the G-5 governance score. Governance risks
include an aggressive financial policy that has resulted in the
high financial leverage and the recently-closed debt exchange
transaction, which Moody's views as a distressed exchange.
Governance risks also include a concentrated ownership and risks
related to weaknesses in internal control over financial reporting
as noted in the 2022 Form 10K dated March 15, 2023. Environmental
risks as indicated by the E-3 environmental score, reflect the
longer-term environmental risks of Casa's manufacturing partners.
The S-3 social score reflect Casa's dependence on highly skilled
technical and engineering talent characteristic of the
Semiconductor & Technology Hardware sector broadly.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if:
Casa demonstrates consistent revenue growth and sustained free
cash flow
Free cash flow (FCF) to debt (Moody's adjusted) is maintained
above 5%
The ratings could be downgraded if:
Revenues continue to decline and FCF remains negative
Liquidity erodes with deteriorating cash to debt coverage
Casa Systems, Inc., based in Andover, Massachusetts, provides
networking products and services to the cable, wireless, and
telecommunications service provider industries. Products include
Converged Cable Access Platform (CCAP) equipment, distributed and
virtual networking solutions, and fixed wireless networking
equipment. Casa became a public company in December 2017 but
remains majority owned and controlled by including Summit Partners,
Jerry Guo (Founder and former Chief Executive Officer), and former
shareholders and insiders, who collectively own over 60% of the
shares as of September 30, 2022.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
CBS TRUCKING: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: CBS Trucking, Inc.
3 Enterprise Drive
Newburgh, NY 12550
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-35547
Debtor's Counsel: James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
1133 Westchester Avenue W N202
West Harrison NY 10604
Tel: (9914) 600-7161
Email: jrufo@jamesrufolaw.com
Total Assets: $448,619
Total Liabilities: $1,236,424
The petition was signed by Sokol Bala as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/X2OOF6I/CBS_Trucking_Inc__nysbke-23-35547__0001.0.pdf?mcid=tGE4TAMA
CELSIUS NETWORK: Unsecureds to Recover 69.7% or 60.8% in Plan
-------------------------------------------------------------
Celsius Network LLC, et al., filed with the U.S. Bankruptcy Court
for the Southern District of New York a Disclosure Statement for
the Joint Chapter 11 Plan of Reorganization dated June 27, 2023.
Soon after its inception, Celsius grew to be one of the largest
Cryptocurrency based finance platforms in the world, providing
financial services to institutional, corporate, and retail clients
across more than 100 countries.
Unfortunately, Celsius' growth outpaced its ability to effectively
manage its assets and keep up with increasing regulatory scrutiny.
As a result, Celsius experienced a number of losses that, coupled
with the 2022 crypto winter, resulted in a short-term run on the
bank that led to a liquidity crisis. Celsius ultimately had no
choice but to file the Debtor entities for chapter 11 protection on
July 13, 2022.
Since the outset of these Chapter 11 Cases, the Debtors have been
focused on three main issues with the goal of successfully emerging
from bankruptcy: (i) understanding what went wrong historically so
the Debtors can determine the appropriate path forward and put in
place processes to address and prevent those historical wrongs in
the future; (ii) determining novel legal issues regarding the
distribution of the Debtors' assets to creditors; and (iii)
maximizing the value of their assets for the benefit of their
creditors by, among other things, conducting several strategic
asset sales and developing a new reorganized business that complies
with all regulatory requirements.
The Debtors recognized that they would need to find a way to
monetize both their liquid and illiquid assets for distribution to
creditors. The Debtors decided to run a marketing and sale process,
which culminated in a competitive auction and the selection of
Fahrenheit, LLC ("Fahrenheit," the "Fahrenheit Group," or the "Plan
Sponsor"), a consortium of crypto-native operators consisting of US
Bitcoin Corp., Arrington Capital, Proof Group Capital Management,
Steven Kokinos, and Ravi Kaza, as the winning bidder.
The Plan contemplates that the Debtors will first pursue the NewCo
Transaction (a reorganization) and that, if the NewCo Transaction
cannot be pursued, the Debtors can pivot to the Orderly Wind Down
(a standalone reorganization of the Debtors' mining business and an
orderly liquidation of the Debtors' other assets).
Under either transaction, the Debtors will promptly distribute at
least $1.98 billion of Cryptocurrency to their creditors, subject
to the fluctuations in Cryptocurrency prices.
The NewCo Transaction sponsored by the Fahrenheit Group recognizes
and seizes on the longterm promise and potential of Cryptocurrency,
particularly with respect to the two primary consensus mechanisms
for verifying Cryptocurrency transactions on the
blockchain—mining and staking. The NewCo Transaction results in
the creation of a new, ambitious Cryptocurrency company that will
be owned by customers, file public reports with the SEC to ensure
transparency, and importantly, fully comply with all applicable
regulations.
The Orderly Wind Down is an alternative to the NewCo Transaction
and operates as a failsafe “Plan B” alternative if the NewCo
Transaction cannot be completed for any reason. The Orderly Wind
Down avoids a fire-sale liquidation that would result in
significantly lower recoveries to creditors. This alternative is
contemplated by the Plan because the Cryptocurrency landscape has
proven to be dynamic and unpredictable. The Debtors and the
Committee believe it is important for the Debtors to be able to
pivot quickly to an alternative, without the need to restart the
plan process and propose and solicit a new chapter 11 plan, and
incur additional administrative expense, in the event the NewCo
Transaction cannot be consummated for any reason.
Class 8 consists of Unsecured Loan Claims. Each Holder of an
Allowed Unsecured Loan Claim shall receive Unsecured Claim
Distribution Consideration (i.e., Liquid Cryptocurrency, Litigation
Proceeds, and NewCo Common Stock) sufficient to provide a recovery
at the midpoint of the Class 5 (General Earn Claim) recovery set
forth in the Disclosure Statement. The amount of claim in this
Class total $88 million. This Class will receive a distribution of
69.7% or 60.8% of their allowed claims.
Class 9 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive Unsecured Claim
Distribution Consideration (i.e., Liquid Cryptocurrency, Litigation
Proceeds, and NewCo Common Stock) sufficient to provide a recovery
at the midpoint of the Class 5 (General Earn Claim) recovery set
forth in the Disclosure Statement. The amount of claim in this
Class total $50 million. This Class will receive a distribution of
69.7% or 60.8% of their allowed claims.
The Debtors and the Post-Effective Date Debtors, as applicable,
shall fund distributions under the Plan with: (1) Cash on hand as
of the Effective Date, including from the Plan Sponsor Contribution
and net proceeds from the sale of GK8; (2) Liquid Cryptocurrency
(in the Liquid Cryptocurrency Distribution Amount); (3) NewCo
Common Stock; and (4) Litigation Proceeds.
A full-text copy of the Disclosure Statement dated June 27, 2023 is
available at https://urlcurt.com/u?l=rA1Ipr from Stretto, claims
agent.
Counsel for the Debtors:
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Patrick J. Nash, Jr., Esq.
Ross M. Kwasteniet, Esq.
Christopher S. Koenig, Esq.
Dan Latona, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CENTER FOR ALTERNATIVE MEDICINE: Files for Chapter 11 Bankruptcy
----------------------------------------------------------------
Center for Alternative Medicine PLLC filed for chapter 11
protection in the District of Colorado.
According to court filings, Center for Alternative Medicine
estimates between $1 million and $10 million in debt owed to 1 to
49 creditors. The petition states that funds will be available to
unsecured creditors.
A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is
slated for July 17, 2023 at 10:00 a.m.
About Center for Alternative Medicine
Center for Alternative Medicine PLLC --
https://pueblochiropractor.com/ -- specializes in the management
and treatment of disc lesions, overuse soft tissue injuries,
traumatic injuries, pain management, and peripheral neuropathies.
The company is based in Pueblo, Colo.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Colo. Case No. 23-12482) on June 7,
2023, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Theodore Wilding Davis, managing member,
signed the petition.
Judge Joseph G. Rosania, Jr., oversees the case.
Joshua B. Sheade, Esq., at Sheade Law Office, LLC, is the Debtor's
legal counsel.
CENTER FOR ALTERNATIVE: Taps Sheade Law Office as Counsel
---------------------------------------------------------
Center For Alternative Medicine, PLLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Sheade Law
Office, LLC as counsel
The firm will provide these services:
a. investigate and analyze financial documents, records,
ledgers, and statements, among other information detailing pre- and
post-petition transactions and occurrences concerning the Debtor's
financial affairs, for rendering advice to the Debtor throughout
this Bankruptcy Case to include, without limitation, assisting the
Debtor draft, formulate, and prepare pleadings, disclosures, and
monthly operating reports for filing within the Bankruptcy Case;
b. advise the Debtor of, and assist the same with carrying out
its powers, duties, and obligations as debtor-in-possession;
c. prepare any and all necessary motions, statements,
schedules, reports, applications, responses, notices, and proposed
orders, among other legal pleadings, documents, and disclosures
required and/or deemed necessary throughout this Bankruptcy Case
and other related proceedings;
d. represent the Debtor within any and all contested matters,
among other hearings and disputes arising from or related to this
Bankruptcy Case, which the Debtor determines is in the best
interest of the estate; and
e. perform any and all legal services for the Debtor that may
become necessary hereinafter throughout this Bankruptcy Case and
other ancillary proceedings related hereto or arising hereunder.
The firm will be paid at the rates of $100 to $300 per hour.
The firm received from the Debtor an advance payment of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joshua B. Sheade, a partner at Sheade Law Office, LLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Joshua B. Sheade
Sheade Law Office, LLC
4126 Shoshone Street
Denver, CO
Tel: (720) 389-9291
Email: joshua@sheadelaw.com
About Center For Alternative Medicine
Center for Alternative Medicine, PLLC specializes in the management
and treatment of disc lesions, overuse soft tissue injuries,
traumatic injuries, pain management, and peripheral neuropathies.
It is based in Pueblo, Colo.
Center for Alternative Medicine filed its voluntary petition for
Chapter 11 protection (Bankr. D. Colo. Case No. 23-12482) on June
7, 2023, listing $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Theodore Wilding Davis as managing
member, signed the petition.
SHEADE LAW OFFICE, LLC serve as the Debtor's legal counsel.
CENTRICFM SOLUTIONS: Salvatore LaMonica Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
CentricFM Solutions, Inc.
Mr. LaMonica will be paid an hourly fee of $675 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue
Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About CentricFM Solutions
CentricFM Solutions, Inc. filed Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 23-72184) on June 20, 2023, with as much as
$50,000 in assets and $1 million to $10 million in liabilities.
Chip Zoegall, president, signed the petition.
Judge Louis A. Scarcella oversees the case.
Todd E. Duffy, Esq., at Duffy Amedeo, LLP is the Debtor's legal
counsel.
CERTIFIED 360: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Certified 360, LLC to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating the business and pay salaries.
As of the Petition Date, the Debtor owed the U.S. Small Business
Administration $542,244. The Debtor's obligation is evidenced by a
Promissory Note, Security Agreement, Financing Statement, and
Chattel Mortgage executed on May 5, 2020 to the lender, pursuant to
which the lender provided funds to the Debtor.
As additional adequate protection of the lender's interest and the
estate's interest in cash collateral, the lender is granted a
replacement lien to the same nature, priority, and extent that the
lender may have had immediately prior to the date that this case
was commenced nunc pro tunc to the Petition Date. Further, the
lender is granted a replacement lien and security interest on
property of the bankruptcy estate to the same extent and priority
as that which existed pre-petition on all of the cash accounts,
accounts receivable and other assets and property acquired by the
Debtor's estate or by the Debtor on or after the Petition. The
replacement lien in the Post-Petition Collateral will be deemed
effective, valid and perfected as of the Petition Date, without the
necessity of filing with any entity of any documents or instruments
otherwise required to be filed under applicable non-bankruptcy law.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $2,500 per month to the SBA commencing June 1, 2023 and on
the 1st of the month thereafter or further Court Order;
b. No adequate protection is ordered to any other lender at
this time due to the value of the cash collateral being less than
the amount owed to the SBA.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of:
(a) a Court order;
(b) the conversion of the case to a Chapter 7 case or the
appointment of a Chapter 11 trustee without the consent of the
lender;
(c) the entry of an Order that alters the validity or priority
of the replacement liens granted to the Bank;
(d) the Debtor ceasing to operate all or substantially all of
its business;
(e) the entry of an order granting relief from the automatic
stay that allows any entity to proceed against any material assets
of the Debtor that constitute cash collateral;
(f) the entry of an Order authorizing a security interest
under section 364(c) or 364(d) of the Bankruptcy Code in the
collateral to secure any credit obtained or debt incurred that
would be senior to or equal to the replacement lien; or
(g) the dismissal of the Chapter 11 case.
A final hearing on the matter is set for September 13, 2023 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=xSJmEr
from PacerMonitor.com.
About Certified 360, LLC
Certified 360, LLC is part of the construction industry. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-01002) on May 4, 2023. In the
petition signed by Ashley Downing, managing member, the Debtor
disclosed $528,466 in assets and $1,598,966 in liabilities.
Judge Jacob A. Brown oversees the case.
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP,
represents the Debtor as legal counsel.
CHENG & COMPANY: Seeks to Hire LADC Inc. as Real Estate Broker
--------------------------------------------------------------
Cheng & Company LLC seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to employ LADC Inc. to list for sale
and market the real property known as 619 H Street NW, Washington
DC 20001.
The realtor will receive a commission of 4 percent of the gross
sales price of the real property upon a closing of any sale.
As disclosed in the court filings, the realtor is a disinterested
party within the meaning of Section 327 of the Bankruptcy Code and
Bankruptcy Rule 2014.
The realtor can be reached through:
James A. Persechino
LADC, Inc.
8187 Windard Key Drive
Chesapeake Beach, MD 20732
Phone: 301-518-2430
Mobile +1 301-518-2430
About Cheng & Company
Cheng & Company, LLC is primarily engaged in acting as lessors of
buildings used as residences or dwellings. The company is based in
the District of Columbia.
Cheng & Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.D.C. Case No. 23-00104) on April 17,
2023. In the petition signed by Anthony C. Cheng, managing member,
the Debtor disclosed $6,202,284 in total assets and $7,954,326 in
total liabilities.
Judge Elizabeth L. Gunn oversees the case.
Ronald J. Drescher, Esq., at Drescher & Associates, PA is the
Debtor's counsel.
CITY CHURCH: Taps Karrenstein as Counsel in Workmanship Suit
------------------------------------------------------------
City Church Northlake received approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ
Karrenstein and Love, PLLC.
The Debtor requires legal assistance in connection with the
adversary case (Case No. 23-03011) filed against it by Workmanship,
LLC.
Karrenstein and Love agreed on a flat fee of $1,500 for this
representation.
Kenneth Love, Esq., a partner at Karrenstein and Love, disclosed in
a court filing that his firm is "disinterested" pursuant to Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth Love, Esq.
Karrenstein and Love, PLLC
10590 Independence Pointe Pkw, Suite 200
Matthews, NC 28105
Phone: 704-364-6464
About City Church
City Church Northlake, formerly known as City Church, owns a church
facility located at 11901 Sam Furr Road, Huntersville, N.C., having
a comparable sale value of $8.6 million.
City Church Northlake filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
21-30161) on March 27, 2021, with $8,654,616 in assets and
$6,953,375 in liabilities. Michael A. Stevens, Sr., senior pastor,
signed the petition.
Judge Laura T. Beyer presides over the case.
Robert Lewis, Jr., Esq., at The Lewis Law Firm, P.A., serves as the
Debtor's bankruptcy counsel.
CLEAR CHOICE SHUTTERS: Seeks to Hire Shuker & Dorris as Counsel
---------------------------------------------------------------
Clear Choice Shutters, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Shuker & Dorris,
P.A. as its bankruptcy counsel.
Shuker & Dorris will render these legal services:
(a) advise the Debtor of its powers and duties in this Chapter
11 case;
(b) prepare pleadings related to this case; and
(c) take all other necessary action incident to the proper
preservation and administration of the estate.
The hourly rates of the firm's counsel and staff are as follows:
Partners $500 - $650
Associates $425
Paraprofessionals $125 - $175
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtor advanced $31,812.20 for
post-petition services and expenses.
R. Scott Shuker, Esq., a partner at Shuker & Dorris, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
R. Scott Shuker, Esq.
Shuker & Dorris, PA
121 S. Orange Avenue, Suite 1120
Orlando, FL 32801
Telephone: (407) 337-2060
Email: rshuker@shukerdorris.com
About Clear Choice Shutters
Clear Choice Shutters, Inc. is a Florida corporation that was
formed in January 2006. CCS's corporate office is located in
Naples, Florida. CCS supplies and installs a wide variety of
shutters, doors, and hurricane-protection building supplies to the
Southwest Florida community for all types of structures, including
single family homes, high-rise condominiums, and commercial
buildings.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00638) on June 2,
2023. In the petition signed by Kenneth B. Pytlik, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
R. Scott Shuker, Esq., at Shuker & Dorris, P.A., represents the
Debtor as legal counsel.
COMMODITY PROPERTIES: Case Summary & Two Unsecured Creditors
------------------------------------------------------------
Debtor: Commodity Properties LLC
1770 Airport Way S Seattle
Seattle, WA 98134-1618
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 29, 2023
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 23-11190
Judge: Hon. Marc Barreca
Debtor's Counsel: Lance L. Lee, Esq.
LAW OFFICES OF LANCE L. LEE
1700 7th Ave Ste 2100
Seattle WA 98101
Tel: (206) 332-9841
Email: lance@lancelee.com
Total Assets: $1,400,039
Total Liabilities: $1,254,342
The petition was signed by Solomoon Simone as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/U7RPMCQ/Commodity_Properties_LLC__wawbke-23-11190__0001.0.pdf?mcid=tGE4TAMA
CONSUMER ACTION: Has Deal on Cash Collateral Access
---------------------------------------------------
Consumer Action Law Group of Panzarella & Associates, P.C. asks the
U.S. Bankruptcy Court for the Central District of California, Los
Angeles Division, for authority to use cash collateral in
accordance with its agreement with the U.S. Small Business
Administration.
CALG requires immediate use of its cash on hand and other income
generated from its work to maintain the day-to-day business
operations and pay employees and vendors on a timely basis.
Although the Debtor does not hold an interest in any real estate,
the SBA is a secured creditor and is subject to a lien consisting
of UCC Financing Statement recorded with the California Secretary
of State.
The Debtor executed an SBA Note with a loan number ending 7401 with
an Effective Date of January 3, 2022. The original loan amount was
$500,000.
Pursuant to the SBA Loan, the Debtor is required to "use all the
proceeds of this Loan solely as working capital to alleviate
economic injury caused by disaster occurring in the month of
January 31, 2020, and continuing thereafter for loans more than
$25,000 to pay Uniform Commercial Code (UCC) lien filing fees and
third-party UCC handling charge of $100 which will be deducted from
the Loan amount stated above.
The terms of the SBA Loan require the Debtor to make installment
payments, including principal and interest, of $2,476 monthly. As
of the Petition Date, the amount due on the SBA Loan is
approximately $318,000.
As evidenced by the Security Agreement and the subsequently Amended
Security Agreement executed on January 3, 2022 and a valid UCC-1
filing on May 27, 2020 as file number 207781895784, the SBA Loan is
secured by all tangible and intangible personal property.
The SBA consents to the Debtor's use of its cash collateral on an
interim basis through September 1, 2023 and CALG's use of cash
collateral is conditioned upon adequate protection being provided
to the SBA.
The SBA's primary form of adequate protection will be the Debtor's
use of cash collateral to preserve the going concern value of
CALG's assets and solely in accordance with the budget.
Additionally, CALG will be granting replacement liens and super
priority claims as adequate protection, which is commonplace.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA Loan
documents, with the first payment to be paid on or before July 1,
2023 in the amount of $2,476, and continuing until further order of
the Court regarding interim and/or final use of cash collateral, or
the entry of an order confirming the Debtor's Chapter 11 plan of
reorganization, whichever occurs first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections
503(b), 507(a)(2) and 507(b), which claim will be limited to any
diminution in the value of the SBA's collateral, pursuant to the
SBA Loan, as a result of the Debtor's use of cash collateral on a
post-petition basis.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and designate the SBA as a loss payee or additional
insured party in accordance with the SBA Loan and related loan
documents and agrees to provide proof of insurance within seven
days of a written request by the SBA.
A copy of the Debtor's motion and the budget is available at
https://urlcurt.com/u?l=YZEz3F from PacerMonitor.com.
The Debtor projects total cash paid out, on a monthly basis, as
follows:
$68,706 for July 2023;
$69,796 for August 2023; and
$69,006 for September 2023.
About Consumer Action Law Group
of Panzarella & Associates, P.C.
Consumer Action Law Group of Panzarella & Associates, P.C. provides
legal advice with respect to auto claims and lemon law and, on a
more limited basis, bankruptcy law and Fair Credit Reporting
claims.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13906) on June 23,
2023. In the petition signed by Charles Panzarella, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Andy C. Warshaw, Esq., at Financial Relief Law Center, APC,
represents the Debtor as legal counsel.
CORPORATE HOUSING: Kent Adams Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Kent Adams as Subchapter V
trustee for Corporate Housing Solutions, LLC.
Mr. Adams will be paid an hourly fee of $200 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Adams declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kent L. Adams
2861 N. Tee Time Ct.
Wichita, KS 67205
Phone: 316-641-0260
Email: Kadams27@cox.net
About Corporate Housing Solutions
Corporate Housing Solutions, LLC is a Delaware limited liability
company formed on June 1, 2019. It markets and leases corporate
housing to its customers.
Corporate Housing Solutions sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-20660) on June
15, 2023, with up to $50,000 in both assets and liabilities.
Thierry Rignol, manager, signed the petition.
Judge Dale L. Somers oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor as legal counsel.
CORPORATE HOUSING: Seeks to Hire Evans & Mullinix as Legal Counsel
------------------------------------------------------------------
Corporate Housing Solutions, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to hire Evans &
Mullinix, P.A. to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Colin N. Gotham $300
Paralegals $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $20,000.
Colin Gotham, Esq., a member of Evans & Mullinix, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Colin N. Gotham, Esq.
Evans & Mullinix, P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
Phone: (913) 962-8700
Fax: (913) 962-8701
Email: cgotham@emlawkc.com
About Corporate Housing Solutions
Corporate Housing Solutions, a Delaware limited liability company
was formed on June 1, 2019, and markets and leases corporate
housing to its customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 23-20660) on June 15,
2023, with as much as $50,000 in both assets and liabilities.
Thierry Rignol, manager, signed the petition.
Judge Dale L. Somers oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor as legal counsel.
COTTLE CHRISTI: Michelle Steele Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Michelle Steele as
Subchapter V trustee for Cottle Christi L, LLC.
Ms. Steele will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Steele declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michelle Steele
3818 MacCorkle Avenue
Charleston, WV 25304
Phone: 304-553-2294
Email: michellesteele4@hotmail.com
About Cottle Christi
Cottle Christi L, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00295) on
June 16, 2023, with $1 million to $10 million in both assets and
liabilities. Christi L. Walls, owner and managing member, signed
the petition.
Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's
legal counsel.
COTTLE LLC: Michelle Steele Named Subchapter V Trustee
------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Michelle Steele as
Subchapter V trustee for Cottle, LLC.
Ms. Steele will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Steele declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michelle Steele
3818 MacCorkle Avenue
Charleston, WV 25304
Phone: 304-553-2294
Email: michellesteele4@hotmail.com
About Cottle LLC
Cottle, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00296) on June 16,
2023, with $1 million to $10 million in both assets and
liabilities. Larry D. Cottle, owner and managing member, signed the
petition.
Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's
legal counsel.
CP IRIS HOLDCO I: $210M Bank Debt Trades at 23% Discount
--------------------------------------------------------
Participations in a syndicated loan under which CP Iris Holdco I
Inc is a borrower were trading in the secondary market around 77.4
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $210 million facility is a Term loan that is scheduled to
mature on October 5, 2029. The amount is fully drawn and
outstanding.
The Company's country of domicile is the United States.
CPC ACQUISITION: $1.03B Bank Debt Trades at 24% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Cpc Acquisition
Corp is a borrower were trading in the secondary market around 76.2
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.03 billion facility is a Term loan that is scheduled to
mature on December 29, 2027. The amount is fully drawn and
outstanding.
CPC Acquisition Corp is in the chemicals industry.
CUMULUS MEDIA: $525M Bank Debt Trades at 25% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cumulus Media New
Holdings Inc is a borrower were trading in the secondary market
around 74.7 cents-on-the-dollar during the week ended Friday, June
30, 2023, according to Bloomberg's Evaluated Pricing service data.
The $525 million facility is a Term loan that is scheduled to
mature on March 31, 2026. About $333.4 million of the loan is
withdrawn and outstanding.
Headquartered in Atlanta, GA, Cumulus Media New Holdings Inc. is
the third largest radio broadcaster in the U.S. with 405 stations
in 86 markets, a nationwide network serving more than 9,500
broadcast affiliates, and numerous digital channels. In addition,
Cumulus has several digital businesses (including podcasting,
streaming, and marketing services), and live events. Cumulus
emerged from Chapter 11 bankruptcy protection in June 2018.
CUSTOM SPRAY: Gets Approval to Hire David C. Johnston as Counsel
----------------------------------------------------------------
Custom Spray Systems, Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
David C. Johnston, Attorney at Law as its legal counsel.
The firm will render these services:
(a) give the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7, 11, 12, and 13, and
legal advice about non-bankruptcy alternatives for dealing with the
claims against it;
(b) advise the Debtor about its rights, powers and
obligations in its Chapter 11 case and in the management of the
estate;
(c) take necessary action to enforce the automatic stay and
to oppose motions for relief from the automatic stay;
(d) take necessary action to recover and avoid any
preferential or fraudulent transfers;
(e) appear with the Debtor's president at the meeting of
creditors, initial interview with the U.S. trustee, status
conference and other hearings held before the court;
(f) review and object to proofs of claim;
(g) take steps to obtain court authority for the sale or
refinancing of assets;
(h) prepare a plan of reorganization and take all steps
necessary to bring the plan to confirmation; and
(i) represent the Debtor in all adversary proceedings in this
court where it is a party.
The firm will be paid at the rate of $400 per hour.
The Debtor paid the firm the amount of $12,538 for legal services
rendered and for the filing fee for the Chapter 11 case. The firm
will also be reimbursed for out-of-pocket expenses incurred.
David Johnston, Esq., disclosed in a court filing that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
David C. Johnston, Esq.
David C. Johnston, Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 579-9420
Email: david@johnstonbusinesslaw.com
About Custom Spray
Custom Spray Systems, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No.
23-90166) on April 18, 2023, with $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities. David Sousa serves as
Subchapter V trustee.
Judge Ronald H. Sargis oversees the case.
The Debtor is represented by David C. Johnston, Esq.
DAMON CAPITAL: Amends Several Secured Claims Pay Details
--------------------------------------------------------
Damon Capital, Ltd., submitted a Disclosure Statement for the
Amended Plan of Reorganization dated June 29, 2023.
The Plan will be funded through a cash infusion. Therefore, the
Debtor does not rely upon future cash flow to pay creditors.
The Debtor's plan involves recapitalizing the Debtor. The Damon
family is selling a piece of property and will contribute
sufficient funds to pay off all creditors.
The Debtor anticipates that the contract will close by July 31,
2023. Johanna Damon, who is the 1/3 owner of the real property has
agreed to contribute sufficient funds to pay all creditors. The
Debtor will convey an undivided 52% interest in the real property
to Johanna Damon to bring her total ownership interest in the
property to 85%.
Class 3 consists of the Secured Claim of 110 E. 7th Street Lender,
LLC. 110 E. 7th Street Lender, LLC acquired the claim of First
National Bank of Ft. Stockton. The Debtor scheduled the claim of
First National Bank of Ft. Stockton at $891,506.65. 110 E. 7th
Street Lender, LLC has filed a claim in the amount of $924,484.10.
Class 3 shall retain its liens. Class 3 is an oversecured claim and
is entitled to recover post-petition interest at the applicable
contract rate as well as reasonable fees and expenses as provided
in the contract. The filed proof of claim indicates that the rate
of interest on the claim is 18.0%. This is the interest rate that
the Debtor will pay under the Plan.
Class 3 shall receive payment of its Allowed Claim on the Effective
Date or on the date on which the claim becomes an Allowed Claim. In
the event that there is a pending request for allowance of
post-petition fees and expenses on the Effective Date and the
remaining portion of the Claim is an Allowed Claim, Debtor shall
pay the portion which is an Allowed Claim on the Effective Date.
Class 3 is not impaired.
Class 4 consists of the Secured Claims of Beau Budde, David Hays
and JRey Properties. The Class 4have filed a claim in the amount of
$256,249.00. Class 4 shall retain its liens. Class 4 is an
oversecured claim and is entitled to receive post-petition interest
at the applicable contract rate as well as reasonable fees and
expenses provided in the contract. According to the proof of claim,
the interest rate on the claim is 10% which is the amount the
Debtor will pay under the plan.
Class 4 shall receive payment of its Allowed Claim within fifteen
days after the Effective Date or on the date on which the claim
becomes an Allowed Claim. In the event that there is a pending
request for allowance of post-petition fees and expenses on the
Effective Date and the remaining portion of the Claim is an Allowed
Claim, Debtor shall pay the portion which is an Allowed Claim on
the Effective Date. Class 4 is impaired.
Class 6 shall consist of Allowed Claims of Unsecured Creditors.
Class 6 shall receive payment of its Allowed Claim within fifteen
days after the Effective Date or on the date on which the claim
becomes an Allowed Claim. The claim of TK Elevator is disputed.
Class 6 is impaired.
A full-text copy of the Disclosure Statement dated June 29, 2023 is
available at https://urlcurt.com/u?l=vblAOS from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Stephen W. Sather, Esq.
BARRON & NEWBURGER, P.C.
7320 N. Mopac Expwy., Ste. 400
Austin, TX 78701
Tel: (512) 476-9103
E-mail: ssather@bn-lawyers.com
About Damon Capital Ltd.
Damon Capital, Ltd., is primarily engaged in renting and leasing
real estate properties.
Damon Capital sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10063) on Feb. 6,
2023. In the petition signed by Chris Damon, president, the Debtor
disclosed between #1 million and $10 million in both assets and
liabilities.
The case is overseen by the Honorable Bankruptcy Judge H.
Christopher Mott.
Stephen W. Sather, Esq., at Barron & Newburger, P.C., represents
the Debtor.
DFK TRANSPORTATION: Unsecureds Will Get 13% of Claims in 42 Months
------------------------------------------------------------------
DFK Transportation, LLC, filed with the U.S. Bankruptcy Court for
the District of New Jersey a First Amended Small Business Plan of
Reorganization dated June 27, 2023.
The Debtor owns and operates minibuses and vans used in connection
with the transportation of children to and from school and school
related activities.
The Debtor had a loss of income due the Covid 19 Pandemic and the
shutdowns of schools that ensued which lead to the filing of the
Bankruptcy Case.
The Debtor has a secured claim of Santandur Bank which holds a lien
on the Two Chevy Thomas Mini Buses. The Debtor has a small Internal
Revenue Services debt. The Debtor has approximately $80,000.00 in
General Unsecured Debt made up of loans from the Small Business
Administration and Wells Fargo Bank Loan.
Class 2 consists of priority unsecured claim in the total amount of
$1,500.00 which shall be paid within 6 months of confirmation of
the Plan.
Class 3 consists of General Unsecured Claims. This Class shall
receive a monthly payment of $250.00 from 30 days after
confirmation up to 42 months after beginning. This Class will
receive a distribution of 13% of their allowed claims.
The Debtor will fund the Plan from revenue earned from the
operation of the Transportation business.
The Debtor's financial projections show that the Debtor will have
an aggregate annual average cash flow, after paying operating
expenses and post-confirmation taxes, of $2,000.00. The final Plan
payment is expected to be paid on 42 months after confirmation of
the Plan.
A full-text copy of the First Amended Plan dated June 27, 2023 is
available at https://urlcurt.com/u?l=ifyDHc from PacerMonitor.com
at no charge.
About DFK Transportation
DFK Transportation, LLC owns and operates minibuses and vans used
in connection with the transportation of children to and from
school and school related activities. The Debtor filed a Chapter
11 bankruptcy petition (Bankr. D.N.J. Case No. 22-13219) on April
21, 2022. The Debtor is represented by Bruce W. Radowitz, Esq. of
BRUCE W. RADOWITZ, ESQ. PA.
DIOCESE OF SANTA ROSA: Seeks to Tap 'Ordinary Course' Professionals
-------------------------------------------------------------------
The Roman Catholic Bishop of Santa Rosa seeks approval from the
U.S. Bankruptcy Court for the Northern District of California to
employ professionals utilized in the ordinary course of business.
The "ordinary course" professionals include:
a. Canon Law Services, LLC
500 North Rainbow Blvd, Suite 300
Las Vegas, NV 89107
-- Canon Law Advice concerning Diocese operations
-- Occasional; $10,000 or less total for
March to Dec. 2023
b. Boden Klein Sneesby
3500 Douglas Blvd, Ste 115
Roseville, CA 95661
-- CPA Firm for Audits Annual audit;
-- usually around $15,000 total
c. Creative Planning Retirement Services
Dept: Retirement Services
P.O. Box 952032
St. Louis, MO 63195-2032
-- Investment advising/strategy repension plans
-- $1,000/mo.
d. Nicolay Consulting Group
231 Sansome St. Suite 300
San Francisco, CA 94104
-- Actuarial services for pension plans
-- $5,000/mo.
e. Michael Joyce
13245 Tesson Fery Road
St. Louis, MO 631328
-- Legal consultation Diocese/Priest relations
-- Occasional; $5,000 or less total for
March to Dec. 2023
f. Dr. Leopoldo Villela
Psych Eval
2595 Mission St Unit 211
San Francisco, CA 94110-2573
-- Potential Priests evaluation at each stage
before becoming priest
-- $7,500 total for March - Dec. 2023
g. Best Best & Krieger
3390 University Ave 5th Fl.
Riverside, CA 92502
-- Legal for Pension/403B plans
-- $10,000 total for March - Dec. 2023
h. Cunanan & Associates
206 W 4th Street, Suite 411
Santa Ana, CA 92701
-- Immigration Attorney (work visas)
-- $10,000 or less total
About The Roman Catholic Bishop of Santa Rosa
The Roman Catholic Bishop of Santa Rosa is a diocese, or
ecclesiastical territory, of the Roman Catholic Church in the
northern California region of the United States, named in honor of
St. Rose of Lima.
Abuse victims filed hundreds lawsuits after the state of California
paused for three years its statute of limitation on claims for
child sexual abuse. The pause ended on Dec. 31, 2022.
Facing more than 200 new legal claims over childhood sexual abuse,
the Roman Catholic Bishop of Santa Rosa, also known as the Diocese
of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 23-10113) on March 13, 2023. The Debtor estimated $10 million
to $50 million in both assets and liabilities.
The Hon. Charles Novack is the case judge.
The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi &
Rios, LLP as bankruptcy counsel; GlassRatner Advisory & Capital
Group, LLC as financial advisor; and Donlin, Recano & Company, Inc.
as claims agent. Shapiro Galvin Shapiro & Moran, Weinstein &
Numbers, LLP, and Foley & Lardner, LLP serve as special counsels.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Berkeley Research Group, LLC serve as the
committee's legal counsel and financial advisor, respectively.
DISCOVERY HILL: Taps Law Office of Peter M. Daigle as Counsel
-------------------------------------------------------------
Discovery Hill LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire The Law Office of Peter
M. Daigle as its attorneys.
The Debtor requires legal counsel to:
a) assist and advise the Debtor relative to the administration
of its Chapter 11 bankruptcy proceeding;
b) represent the Debtor before the bankruptcy court and
advising the Debtor on all pending litigations, hearings, motions,
and of the decisions of the court;
c) review and analyze all applications, orders, and motions
filed with the court by third parties in this proceeding and
advising the Debtor thereon;
d) attend all meetings conducted pursuant to Section 341(a) of
the Bankruptcy Code and representing the Debtor at all
examinations;
e) communicate with creditors and all other parties in
interest;
f) assist the Debtor in preparing all necessary legal papers
supporting positions taken by the Debtor, and preparing witnesses
and reviewing documents in this regard;
g) confer with all other professionals, including any
accountants and consultants retained by the Debtor and by any other
party in interest;
h) assist the Debtor in its negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
i) prepare, draft and prosecute the plan of reorganization and
disclosure statement; and
j) perform other legal services required by the Debtor.
The Law Office of Peter M. Daigle will charge these hourly fees:
Attorneys $450
Associates $325
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Peter Daigle, Esq., a partner at The Law Office of Peter M. Daigle,
disclosed in a court filing that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Peter M. Daigle can be reached at:
Peter M. Daigle, Esq.
The Law Office of Peter M. Daigle
1550 Falmouth Road, Suite 10
Centerville, MA 02632
Tel: (508) 771-7444
Email: pmdaigleesq@yahoo.com
About Discovery Hill
Mark W. Wisentaner and Discovery Hill LLC sought protection for
relief under Chapter 11 of the Bankrutpcy Court (Bankr. D. Mass.
Lead Case No. 22-11487) on Oct. 18, 2022, listing under $1 million
in both assets and liabilities. Peter M. Daigle, Esq. at The Law
Office Of Peter M. Daigle, P. C. represents the Debtors as counsel.
DURAN TRANSFER: Unsecureds Owed $408K to Get 30% in 4 Years
-----------------------------------------------------------
Duran Transfer, Inc., and McClellan Trucking, Inc., submitted a
Small Business Amended Joint Chapter 11 Plan of Reorganization
dated June 27, 2023.
The Plan proposes to pay the Debtors' creditors from cash flow from
the ongoing operations of the Debtors' trucking business.
The Plan proposes consolidation of the Debtors into one legal
entity, Duran Transfer, Inc. Duran Transfer will be the surviving
legal entity. The Plan also provides for Duran Transfer to assume
the obligations of McClellan Trucking; and, for McClellan Trucking
to assume and assign its executory contracts with the United States
Post Office to Duran Transfer. Separate motions have been, or will
be, filed with the Bankruptcy Court in conjunction with this Joint
Plan for (1) substantive consolidation and for (2) assumption and
assignment of the executory contracts.
In addition to consolidating the Debtors to improve operations and
profitability generally, Duran Transfer is working with its
accountants to identify best office practices to increase the
efficiency of bookkeeping and tracking the drivers. Additionally,
the Debtor is considering the possibility of purchasing additional
vehicles in the future to save monthly rental fees. Following the
letter to this Court from Mr. Dennis Vogan dated April 5, 2023 and
the subsequent investigation that ensued, the Debtor has righted
its operations related to the 401k contributions and other
associated payroll issues. As of the time of the filing of this
Amended Plan, the Debtor has satisfied all past due employee
wages.
Class 5 consists of General Unsecured Claims in the total amount
$407,857.22. The general unsecured creditors will receive 30% of
their Allowed Claims without interest. The general unsecured
creditors will receive quarterly payments for four years beginning
on the first anniversary of the Effective Date. This Class is
impaired.
There will be no distribution to the equity owner other than the
retention of his equity security interests.
Debtor, McClellan Trucking, Inc., shall file a REV-1706
Business/Account Cancellation Form with the Commonwealth of
Pennsylvania Department of Revenue (the "Department"). After the
Department is paid in full accordance with the Plan, McClellan
Trucking, Inc., may file a REV-181 Application for Tax Clearance
Certificate as necessary and appropriate.
Moreover, the Department's claims against both Debtors are deemed
to be the obligation of the surviving Debtor, Duran Transfer, Inc.
Nevertheless, the Department may enforce its claims against either
or both Debtors under the laws of the Commonwealth of Pennsylvania
and applicable Bankruptcy law.
The Debtors' financial projections demonstrate sufficient cash on
hand to satisfy obligations due on the Effective Date of the Plan,
including payment of the Allowed Administrative Claims, U.S.
Trustee Fees, and cure amounts, in accordance with the Bankruptcy
Code or as otherwise agreed.
The ability of Duran Transfer to make the payments required by the
Plan is based upon the assumption and assignment of the USPS
contracts. The USPS contracts and proceeds are reliable,
consistent, predictable and timely, and amount to approximately
m$168,000 per month, received on or about the last day of each
month. The proceeds received post-Petition were sufficient to pay
the post-Petition operating expenses and to pay the amounts needed
on the Effective Date by virtue of the fact that many of the
pre-Petition debts for the same periods of time were included in
the Plan. The final Plan payment is expected to be paid on the
fifth anniversary of the Plan confirmation, on or around April 1,
2028.
A full-text copy of the Amended Plan dated June 27, 2023 is
available at https://urlcurt.com/u?l=9iz03q from PacerMonitor.com
at no charge.
Attorneys for Debtors:
Guy C. Fustine, Esq.
Knox McLaughlin Gornall & Sennett, PC
120 West Tenth Street
Erie, PA 16501-1461
Telephone: (814) 459-2800
Email: gfustine@kmgslaw.com
About Duran Transfer
Duran Transfer, Inc., operates a trucking company that provides
contracted trucking services to the United States Postal Service
("LISPS") and other private companies.
Duran Transfer and its affiliates sought protection under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
22-10431) on Sept. 23, 2022. Duran Transfer estimated up to
$500,000 in both assets and liabilities.
Judge Jeffery A. Deller oversees the case.
William G. Krieger has been appointed as Subchapter V trustee.
Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC and
Schaffner, Knight, Minnaugh, Co. serve as the Debtors' legal
counsel and accountant, respectively.
ENERGYSOLUTIONS INC: S&P Upgrades ICR to 'B', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on nuclear
decommissioning services provider EnergySolutions Inc. (ES) to 'B'
from 'B-' and its issue-level rating on the debt issued by its
subsidiary, EnergySolutions LLC, to 'B' from 'B-'. S&P's '3'
recovery rating on the subsidiary debt is unchanged, though it
rounded its rounded recovery estimate to 65% from 55%.
The stable outlook reflects S&P's expectation that the company's
portfolio of ongoing medium- to long-term decommissioning work and
waste volume receipts will likely enable it to maintain appropriate
credit measures for the rating, despite the potentially weaker
environment for new project bids over the near term.
Decommissioning projects have contributed to the company's improved
profitability.
Since September of last year, ES has improved its average S&P
Global Ratings-adjusted EBITDA margins to about 38%. The company's
trailing-12-month S&P Global Ratings-adjusted EBITDA margin stood
at 37% as of March 31, 2023, which compares with 30% as of the same
date in 2022. ES has primarily improved its profitability through
the realization of more significant contributions from its
portfolio of decontamination and decommissioning (D&D) projects.
While still in its early phases, the company is ramping up its work
at Three Mile Island TMI-2 and Kewaunee, which is augmenting the
contributions from its ongoing work at the Fort Calhoun OPPD and
San Onofre Nuclear Generation Station (SONGS) projects. ES has
largely or completely finished the reactor vessel internal
segmentation process at both OPPD and SONGS and these projects are
now providing it with greater revenue and earnings contributions.
The company anticipates these jobs will reach their final status in
2026 and 2028, respectively. S&P believes these factors enabled ES
to maintain its good profitability through May 2023.
Given the delay in new decommissioning jobs, it is important that
the company can rely on its backlog of existing D&D work, which
will last it at least several more years. Concurrently, ES has
identified growth opportunities in other areas--such as
government-related work, metal melt services for international
utilities, and potentially the ability to accept depleted
uranium--which may help it offset the headwinds from the
temporarily weak bidding environment for new D&D jobs.
The company continues to face the risks inherent to the nuclear
decommissioning industry.
S&P notes that ES has achieved its solid results despite facing a
fair number of challenges, including inflationary pressure on its
wages, equipment failures and processing issues at its Bear Creek
facility in Tennessee, and uncertainty regarding whether some
nuclear plants would remain open. The magnitude and timing of the
company's D&D project wins has always been uncertain; however,
ongoing geopolitical issues and government monetary policies seem
to have dampened the sentiment for a burst of new D&D work
industry-wide over the near term.
The company reduced its S&P Global Ratings-adjusted debt balance,
which helped improve its leverage.
ES' S&P Global Ratings-adjusted debt balance of $666 million as of
March 31, 2023, was $50 million lower than at the same time the
prior year. This, along with the 45% rise in its S&P Global
Ratings-adjusted EBITDA over this period, enabled the company to
reduce its S&P Global Ratings-adjusted debt to EBITDA to 3.2x from
5.0x. By the end of 2022, ES had fully repaid the outstanding
borrowings under its $150 million revolver due Nov. 11, 2024 ($76
million outstanding in June 2021). S&P said, "We see a similar
dynamic playing out this year because we believe the company has
increased its outstanding revolver borrowings to about $60 million,
from $22 million as of March 31, 2023, due to the seasonal ramp-up
of its D&D activity. We anticipate ES will refinance its revolver
in the next few months and retain adequate liquidity for its
needs."
The company's financial policies remain key for the rating.
ES is controlled by entities affiliated with TriArtisan Capital
Partners LLC. S&P said, "Though its owner has allowed it to operate
with low debt leverage in recent quarters, we believe TriArtisan
will likely eventually seek to monetize its investment in the
company through a leveraging transaction. If we are convinced that
TriArtisan will relinquish its control of ES to owners with more
conservative financial policies, or will allow it to maintain debt
leverage of under 5.0x on an ongoing basis, we could raise our
ratings by one notch."
S&P said, "The stable outlook on ES reflects our expectation it
will maintain credit measures that are appropriate for the current
rating and adequate liquidity. We view weighted average S&P Global
Ratings-adjusted debt to EBITDA consistently in the 5.0x-6.5x range
as appropriate for the rating. Given the improvement in the
company's credit measures, we believe it is highly likely that ES
will refinance its $150 million revolving facility before it
becomes current and expect its liquidity will remain adequate. The
multi-year nature of the company's decommissioning projects will
likely enable it to continue generating solid revenue and earnings
even if the environment for new decommissioning projects
temporarily weakens below previous levels. We also expect the
volumes in ES' core waste logistics and disposal services business
will likely continue to recover."
S&P could lower its ratings on ES if its operating conditions
weaken and cause its weighted average S&P Global Ratings-adjusted
debt to EBITDA to rise above 6.5x with limited prospects for
improvement. This could occur if:
-- The company experiences delays and cost overruns on its
existing portfolio of decommissioning projects;
--The operating environment for future nuclear decommissioning
jobs permanently deteriorates;
-- It faces adverse competitive dynamics that lead to diminishing
waste volume receipts;
-- The company uses a greater-than-expected level of debt funding
for another material acquisition; or
-- Its headroom under its financial covenant becomes tight, it is
unable to refinance its revolving credit facility, or it encounter
other liquidity-related concerns.
While unlikely in the near term, S&P could raise its ratings on ES
if:
-- A change to the company's controlling ownership - for example,
via an IPO or sale to shareholders with more conservative financial
policies - improves ES's financial risk profile;
-- S&P believes that management and the firm's equity sponsors
will operate the business with debt leverage of less than 5.0x on a
sustained basis while maintaining adequate liquidity; or
-- The company continues to exhibit good performance on its
decommissioning projects, wins new projects at a reasonable pace,
and show less variability in its operational profile (the irregular
frequency and magnitude of its major decommissioning jobs and
completions adds considerable variability to its performance, given
its scale).
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance is a moderately negative consideration in our
credit analysis, as is the case for most rated entities owned by
private-equity sponsors. Our highly leveraged assessment of ES'
financial risk profile points to its corporate decision-making that
prioritizes the interests of its controlling owners. This also
reflects private-equity owners' generally finite holding periods
and focus on maximizing shareholder returns."
ENVISION HEALTHCARE: Unsecureds be Paid in Full or be Reinstated
----------------------------------------------------------------
AmSurg Holdco, LLC and its direct and indirect subsidiaries
("AmSurg Debtors,"), affiliates of Envision Healthcare Corporation,
submitted a Disclosure Statement for the Joint Chapter 11 Plan of
Reorganization dated June 29, 2023.
As a leading national medical group, Envision's core mission and
focus is helping physicians deliver critical clinical care to
patients in need. Envision is composed of two primary business
segments, Physician Services and the ambulatory surgical center
business.
In March 2023, Envision—with the assistance of K&E, PJT, and A&M
initiated discussions and engaged with certain key financial
stakeholder groups, including lenders under the AmSurg Second Lien
Term Loan and an ad hoc group of lenders under a senior secured
term loan facility in an aggregate principal amount of $5.45
billion (the "Envision Term Loan Facility" and the loans extended
thereunder, the "Envision Term Loans"). Envision's equity sponsor,
funds and accounts managed by Kohlberg Kravis Roberts & Co., L.P.,
(the "Consenting Sponsors"), which own 99.67 percent of the equity
in Debtor Enterprise Parent Holdings, Inc., were also actively
involved in these restructuring discussions.
The Restructuring Support Agreements contemplate a comprehensive
balance sheet restructuring that will substantially reduce leverage
and allow Envision and AmSurg flexibility to separately navigate
the current business and operational environment. Specifically,
Envision's ultimate parent company, Envision Healthcare
Corporation, will sell the entities owning interests in ASCs that
had not previously been designated as unrestricted subsidiaries as
part of the April 2022 transaction to the AmSurg Debtors for $300
million.
On the Effective Date, Reorganized AmSurg Parent will consummate
the AmSurg Rights Offering in an aggregate amount of (i) $300
million in the Acquisition Scenario, or (ii) $200 million in the
Non-Acquisition Scenario. The Reorganized AmSurg Parent New Common
Equity purchased pursuant to the AmSurg Rights Offering shall be at
a 30 percent discount to a stipulated equity value of the
Reorganized AmSurg Debtors prior to giving effect to the EHC ASC
Debtors Sale Transaction, subject to the terms and conditions of
the documents containing the procedures governing the AmSurg Rights
Offering (the "AmSurg Rights Offering Documents").
The subscription rights to participate in the AmSurg Rights
Offering (the "AmSurg Subscription Rights") shall be distributed to
holders of Allowed AmSurg Second Lien Term Loan Claims on a Pro
Rata basis in accordance with the AmSurg Rights Offering Documents.
The AmSurg Rights Offering will be backstopped by the AmSurg
Backstop Parties pursuant to the terms of the AmSurg Backstop
Commitment Agreement. The AmSurg Backstop Parties shall purchase
any Reorganized AmSurg Parent New Common Equity not subscribed to
as set forth in the AmSurg Backstop Commitment Agreement. On the
Effective Date, the rights and obligations of the AmSurg Debtors
under the AmSurg Backstop Commitment Agreement shall vest in the
Reorganized AmSurg Debtors.
On the Effective Date, the Reorganized AmSurg Debtors shall enter
into the AmSurg Exit Facilities, the proceeds of which shall be
used to fund distributions under the AmSurg Plan.
Class 6 consists of General Unsecured Claims Against AmSurg
Debtors. It is expected that all ordinary-course trade claims will
be satisfied during the Chapter 11 Cases. To the extent not already
satisfied during the Chapter 11 Cases, except to the extent that a
holder of an Allowed General Unsecured Claim against an AmSurg
Debtor agrees to less favorable treatment of its Allowed Claim, in
full and final satisfaction, settlement, release, and discharge and
in exchange for its Allowed General Unsecured Claim against the
AmSurg Debtors, on the Effective Date, each holder of an Allowed
General Unsecured Claim against an AmSurg Debtor shall receive its
Pro Rata share of $1,500,000 in Cash.
Provided, that if the aggregate amount of Allowed General Unsecured
Claims against the AmSurg Debtors is less than $1,500,000, then
each holder of an Allowed General Unsecured Claim against an AmSurg
Debtor shall receive, at the option of the Reorganized AmSurg
Debtors, with the consent of the Required Consenting AmSurg Second
Lien Term Lenders: (a) payment in full in Cash, (b) Reinstatement
pursuant to section 1124 of the Bankruptcy Code, or (c) such other
treatment rendering such Claim unimpaired.
The AmSurg Debtors and the Reorganized AmSurg Debtors, as
applicable, shall fund distributions under the AmSurg Plan with:
(1) Cash on hand, including Cash from operations; (2) the proceeds
of the AmSurg Rights Offering; (3) AmSurg Subscription Rights; (4)
the issuance of the Reorganized AmSurg Parent New Common Equity;
and (5) the proceeds of the AmSurg Exit Facilities.
A full-text copy of the Disclosure Statement dated June 29, 2023 is
available at https://urlcurt.com/u?l=1xJtCH from Kroll
Restructuring Administration LLC, claims agent.
About Envision Healthcare Corporation
Envision Healthcare Corporation - http://www.EnvisionHealth.com/--
is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology/ teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of our communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision Healthcare Corporation and 216 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90342).
The cases are pending before the Honorable Christopher M. Lopez.
Envision has estimated assets and liabilities in the range of $1
billion to $10 billion each.
Judge Christopher M. Lopez oversees the cases.
The Debtors' investment banker is PJT Partners LP, its financial
advisor is Alvarez & Marsal LLC, and its legal advisor is Kirkland
& Ellis LLP. Jackson Walker LLP is the local bankruptcy counsel.
KPMG LLC is the tax advisor. Kroll is the claims agent,
maintaining the pages EnvisionHealthFuture.com or
https://restructuring.ra.kroll.com/Envision
The U.S. Trustee for Region 7 has appointed an official committee
to represent unsecured creditors in the Debtors' Chapter 11 cases.
White & Case LLP is the Committee's proposed counsel.
EPIC Y-GRADE: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded EPIC Y-Grade Services, LP's
Corporate Family Rating to Caa1 from Caa3. Concurrently, Moody's
upgraded the rating of EPIC Y-Grade's super-priority revolving
credit facility to B1 from B2 and ratings for the company's senior
secured term loans due 2024 and 2027 to Caa1 from Caa3. The outlook
was changed to stable from negative.
"The upgrade of EPIC Y-Grade's ratings reflects Moody's expectation
that higher EBITDA and favorable volume trends have reduced the
company's default risk," commented Jonathan Teitel, a Moody's
analyst. "However, leverage remains high and further debt reduction
appears necessary to achieve a sustainable capital structure in an
elevated interest rate environment."
Upgrades:
Issuer: EPIC Y-Grade Services, LP
Corporate Family Rating, Upgraded to Caa1 from Caa3
Probability of Default Rating, Upgraded to Caa1-PD from Caa3-PD
Backed Senior Secured 1st Lien Term Loan B, Upgraded to Caa1 from
Caa3
Backed Senior Secured 1st Lien Revolving Credit Facility, Upgraded
to B1 from B2
Outlook Actions:
Issuer: EPIC Y-Grade Services, LP
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
EPIC Y-Grade's Caa1 CFR reflects still high financial leverage and
low debt service coverage, though leverage has improved
considerably and is expected to decline further by the end of 2023.
Amid an improved operating backdrop, Moody's expects customer
volumes to increase, driving higher EBITDA and lower leverage
through 2024. The vast majority of the company's debt does not
mature until 2027 which provides the company with runway to address
nearer term debt maturities while executing on its operating
strategies to grow EBITDA. The company benefits from long-term,
fixed fee contracts and a portion of its volumes are underpinned by
minimum volume commitments. Key to driving and sustaining higher
EBITDA over the long-term will be entering into new contracts,
particularly as contracts roll off. The company's midstream assets
include NGL pipelines running from the Permian Basin to Corpus
Christi, Texas. The Permian Basin is a top-tier oil producing
region in the US. Producers' activities in the Permian Basin are
driven by oil prices, with NGLs an associated by-product. Corpus
Christi is a key market for US exports.
Moody's views EPIC Y-Grade's liquidity as weak. The company has a
fully utilized $40 million revolver due June 2025 with $13 million
drawn and $27 million in letters of credit outstanding. Financial
covenants include a maximum super-priority leverage ratio of 1x
beginning in the third quarter of 2023 and a minimum debt service
coverage ratio (DSCR) of 1.1x beginning in the first quarter of
2024. When the DSCR covenant is tested during 2024, the company can
choose to annualize quarterly EBITDA. Cushion to the DSCR could
become tight if the company generates lower than expected EBITDA
while interest expense increases, and this could necessitate
further covenant relief. As of March 31, 2023, the company had $31
million of cash and this balance is expected to increase. The
company has about $8 million of term loan debt maturing in June
2024, which it should be able to repay with cash on the balance
sheet. It also has $56 million of term loan debt due March 2025
which will need to be addressed, but the vast majority of the
company's term loans do not mature until 2027.
EPIC Y-Grade's senior secured term loans due 2024 and 2027 are
rated Caa1, which is the same as the CFR, because they comprise the
vast majority of the company's debt, rank equally and have the same
payment priority. The company's senior secured revolver due 2025 is
first in payment priority over the term loans and that priority,
combined with its small size relative to the term loans, results in
it being rated B1. EPIC Y-Grade used investment capacity under its
earlier credit agreements (for the term loans due 2024 and 2027) to
place a 25% interest in its BTT1 fractionator into a joint venture,
which is also a guarantor of the senior secured term loan due 2025
(unrated) but not of the other loans. With that exception, the term
loan due 2025 has the same ranking, guarantees and collateral as
the other term loans. The joint venture is majority owned by EPIC
Y-Grade's owners with an ownership stake also held by the lender of
the term loan due 2025.
The stable outlook reflects Moody's expectation for EPIC Y-Grade to
grow EBITDA and reduce leverage over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include visibility into
volumes being sustained at higher levels over the long-term
supporting EBITDA growth, debt/EBITDA below 6.5x, stronger interest
coverage and adequate liquidity.
Factors that could lead to a downgrade include weaker than
anticipated financial performance, declining interest coverage,
worsening liquidity or rising risk of default.
EPIC Y-Grade Services, LP (a subsidiary of EPIC Y-Grade, LP) is a
privately owned midstream energy business with NGL pipelines
running from the Permian Basin to Corpus Christi, Texas. The
company is majority-owned by affiliates of Ares Management
Corporation with ownership stakes also held by Noble Midstream
Partners LP, which is owned by Chevron Corporation (Aa2 stable),
and an investor group led by FS Investments.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
ERBO PROPERTIES: Cauldwell Objects to Disclosure Statement
----------------------------------------------------------
Cauldwell-Wingate Company, LLC, filed an objection to the approval
of the Disclosure Statement filed by debtors Erbo Properties LLC,
Kova 521 LLC and Gold Mezz LLC in connection with their joint
consolidated Plan of Reorganization.
A hearing on the Disclosure Statement is scheduled for July 12,
2023, at 10:00 AM at Videoconference (ZoomGov).
Cauldwell-Wingate says the Debtors filed a Disclosure Statement
that is wholly inadequate. The Disclosure Statement does not
contain "adequate information" as required by 11 U.S.C. section
1125, and the Disclosure Statement describes a proposed Plan that
is patently unconfirmable.
The Disclosure Statement, Cauldwell-Wingate says, lacks adequate
information with respect to the following:
* any appraisal setting forth the current or anticipated future
value of the property;
* adequate financial information, data, valuations or
projections;
* any written financing commitment from either a third party or
the Bodek family;
* any information as to the financial wherewithal of the Bodek
family to fund not only the completion of the project but also the
expenses, such as real estate taxes, which will accrue; and
* adequate information regarding the proposed sale of the
property or the calculation of the estimated 2-year timeline for
such sale.
Further, Cauldwell-Wingate asserts that the Disclosure Statement
cannot be approved because it describes a Plan that is patently
unconfirmable, as demonstrated by the lack of any financial
analysis that would allow the proposed Plan to succeed.
Cauldwell expects that other creditors, including the Senior and
Mezz Lenders and Higher Ground, will file their own objections and
Cauldwell joins in those objections in addition to the objections
it made.
Attorneys for Cauldwell-Wingate Co., LLC:
Jennifer B. Zourigui, Esq.
INGRAM YUZEK GAINEN CARROLL & BERTOLOTTI, LLP
150 East 42nd Street, 19th Floor
New York, NY 10017
Tel: (212) 907-9614
E-mail: jzourigui@ingramllp.com
About ERBO Properties
ERBO Properties, LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is the owner of a property located at
541 West 21st St., New York, valued at $80 million.
ERBO Properties and affiliates, Gold Mezz, LLC and Kova 521, LLC,
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 23-10210) on Feb. 13, 2023. In the petition filed by Erno
Bodek, manager, ERBO reported between $50 million and $100 million
in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Tarter Krinsky & Drogin LLP serves as the Debtors' bankruptcy
counsel.
ERBO PROPERTIES: G4 Says Debtor's Plan Unconfirmable
----------------------------------------------------
G4 18190, LLC, filed an objection to the Erbo Properties, LLC, et
al.'s Disclosure Statement to Accompany Their Joint Consolidated
Plan of Reorganization dated May 15, 2023.
G4 points out that the Debtors' sole asset is an uncompleted office
building at 541 West 21st Street in Manhattan (the "Property"), the
construction of which is years behind schedule and millions of
dollars over budget. The Property is located in the Chelsea
sub-market in Manhattan, which has an 18% office vacancy rate and
in which rents are falling. The Debtors will require at least $15
million in new capital to complete the Property, sign tenants to
leases, build out the tenant spaces, and pay leasing commissions.
Even assuming the Debtors can sign tenants to leases, the Property
is projected to incur negative cash flow for at least the next four
years. But the Debtors have no committed source of financing and no
equity in the Property.
G4 further points out that the Disclosure Statement provides that
G4's claim will be paid within two years following the effective
date of the Plan. Pending that sale, G4, the mortgage lender on
the Property, will be paid no current interest, but will instead
accrue interest on its claim at 7%, a rate well below the current
non-default rate on its loans to debtor ERBO Properties, LLC.
According to G4, this is a single asset real estate case. The Plan
fails to satisfy section 362(d)(3) of the Bankruptcy Code because
the Debtors have not shown and cannot show that it has a reasonable
possibility of being confirmed in a reasonable amount of time. This
Court agreed at the hearing held on June 6, 2023 (the "June 6
Hearing"), finding that "it is not reasonably likely that . . . a
plan can be confirmed by the Debtors within a reasonable period of
time." As the Court further noted: "[T]his looks like a fantasy to
me because I don't have any evidence that this could happen near
term."
G4 asserts that Courts deny approval of disclosure statements where
a debtor's plan of reorganization is patently unconfirmable, or
where the disclosure statement fails to provide adequate
information. The Debtors' Disclosure Statement should not be
approved because it checks both boxes: the purported disclosure is
virtually nonexistent and their Plan has fatal flaws that render it
unconfirmable.
G4 complains that the Disclosure Statement here fails at the most
elemental level: it does not provide creditors with adequate
information. The contents of a disclosure statement for single
asset real estate cases are well-known: At a minimum, the
disclosure statement should contain the debtor's historical
financial results, a projection of future results, and an appraisal
of the property.7 There should also be a liquidation analysis that
compares the results to creditors under the plan with a
hypothetical liquidation under chapter 7.8 While some creditors may
want more information, the items listed above provide a starting
point for analyzing a real estate project. None of this information
is contained in the Disclosure Statement; accordingly, the
Disclosure Statement does not contain "adequate information."
A hearing on the Disclosure Statement is scheduled for July 12,
2023, at 10:00 AM at Videoconference (ZoomGov).
Attorneys for G4 18190, LLC:
Stephen B. Selbst, Esq.
HERRICK, FEINSTEIN LLP
2 Park Avenue
New York, NY 10016
Tel: (212) 592-1400
Fax: (212) 592-1500
E-mail: sselbst@herrick.com
About ERBO Properties
ERBO Properties, LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is the owner of a property located at
541 West 21st St., New York, valued at $80 million.
ERBO Properties and affiliates, Gold Mezz, LLC and Kova 521, LLC,
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 23-10210) on Feb. 13, 2023. In the petition filed by Erno
Bodek, manager, ERBO reported between $50 million and $100 million
in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Tarter Krinsky & Drogin LLP serves as the Debtors' bankruptcy
counsel.
ERBO PROPERTIES: Higher Ground Says Disclosure Statement Premature
------------------------------------------------------------------
Higher Ground 541 LLC filed an objection to approval of the
Disclosure Statement filed by Erbo Properties LLC, Kova 521 LLC and
Gold Mezz LLC relating to their Joint Consolidated Plan of
Reorganization.
Given the rulings made in connection with the motion of 541 W 21
SME LLC (the "Mezz Lender") to lift the automatic stay, it is
anticipated that there will be a series of objections from multiple
parties relating to the Debtor's lack of meaningful disclosure
concerning feasibility. As a leading creditor in the bankruptcy
cases, with significant lien rights, Higher Ground joins in these
objections and makes various observations of its own.
To begin with, until it is finally known whether current ownership
of the Debtors will remain in place (a dubious proposition at this
point), and who will be overseeing the completion of construction
project at the Debtors' real property located at 541-545 West 21st
Street, New York, NY (the "Property"), any consideration of the
Disclosure Statement is premature. The Plan and Disclosure
Statement were effectively filed as placeholders to meet the
statutory deadlines under 11 U.S.C. §362(d)(3) and sorely lack
necessary information so that creditors can evaluate feasibility
– both in the short and long terms. It is Higher Ground's view
that the Debtors' Plan will not gain requisite creditor support and
has been improperly gerrymandered in a way to manufacture an
artificial impaired class in violation of In re Bos. Post Rd. Ltd.
P'ship, 21 F.3d 477, 482 (2d Cir. 1994) ("Although separate
classification of similar claims may not be prohibited, it may only
be undertaken for reasons independent of the debtor's motivation to
secure the vote of an impaired, assenting class of claims. If the
classifications are designed to manipulate class voting the plan
cannot be confirmed.") (internal citations and quotation marks
omitted). The undersecured claims of lenders and lienholders should
be part of a single class of general unsecured creditors.
The lynchpin of the Plan – negative amortization – does not
work without a substantial equity cushion which, based upon the
appraisal and testimony at the hearing on the lift stay motion,
does not exist.
Incredibly, the Debtors expect creditors to wait around for two
years without any payments, while the Debtors miraculously seek to
complete construction and sell the Property, without any
information as to what can and will be accomplished in the
meanwhile. Among the numerous unanswered issues are:
* The Debtors admit that they have no appraisals of the value of
the Property so that creditors can evaluate their potential
recovery from a sale;
* The Debtors talk about obtaining financing to complete
construction but provide no construction budget or estimation of
carrying costs, such as taxes, do not appear to have reached even a
tentative agreement with any lender, much less have terms and
interest rates locked in;
* There is no analysis of impact DIP construction financing will
have on the ability of the Debtors to pay creditors;
* In prior filings, the Debtors estimated that they need six
months for construction of the project to be completed but have not
explained why the Plan requires two full years before any sale can
be consummated and creditors paid.
Although the Court has not yet made a final determination to permit
the Mezz Lender to complete a foreclosure sale of the Debtors'
membership interests, it surely is moving in that direction, which
would render the Plan and Disclosure Statement moot. At any rate,
even if the Debtors survive, the Disclosure Statement cannot be
approved without substantial modifications.
A hearing on the Disclosure Statement is scheduled for July 12,
2023, at 10:00 AM at Videoconference (ZoomGov).
Counsel for Higher Ground 541 LLC:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Avenue, 12th Floor
New York, NY 10017
Tel: (212) 221-5700
E-mail: knash@gwfglaw.com
About ERBO Properties
ERBO Properties, LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is the owner of a property located at
541 West 21st St., New York, valued at $80 million.
ERBO Properties and affiliates, Gold Mezz, LLC and Kova 521, LLC,
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 23-10210) on Feb. 13, 2023. In the petition filed by Erno
Bodek, manager, ERBO reported between $50 million and $100 million
in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Tarter Krinsky & Drogin LLP serves as the Debtors' bankruptcy
counsel.
ERBO PROPERTIES: SME Says Disclosures Already Rejected
------------------------------------------------------
541 W 21 SME LLC ("SME") filed an objection to the approval of the
Debtors' Disclosure Statement to Accompany Their Joint Consolidated
Plan of Reorganization Dated May 15, 2023, filed by Erbo
Properties, LLC, et al. in furtherance of their Plan pursuant to
section 1125 of the Bankruptcy Code.
SME says the Court should not approve the Disclosure Statement
because it remains the same document that the Court expressly
deemed inadequate at the June 6, 2023, hearing (the "June 6
Hearing") on SME's motion for stay relief (the "Motion"). As the
Court advised the Debtors at that hearing, "[I]f you think I'm
going to approve a disclosure statement that doesn't have
projections, that doesn't have a liquidation analysis, that doesn't
have a commitment for financing, it's not going anywhere."
Despite this explicit directive, the Disclosure Statement stands
untouched without amendment or supplementation of any kind 15 days
later upon its objection deadline. The Debtors' failure to take any
action at all is particularly egregious in light of their
representation to the Court that they had an appraisal in hand as
of the June 6 Hearing but "didn't have time to put it in evidence,"
instead promising to "amend [their] [D]isclosure [S]tatement . . .
to lay out [the] appraisal." SME has further received zero
production or testimony under the deposition notices it served on
the Debtors and subpoenas it served on the Bodek Family 33 days ago
on May 19, 2023.
This transparent attempt to extend exclusivity through protracted
Disclosure Statement proceedings, forcing creditors to object and
only then addressing deficiencies with information already in hand,
comes directly at the expense of creditors. The Debtors seek to buy
time they cannot afford with procedural games, given an inch but
taking a mile.
The Court has made clear that this Disclosure Statement is dead on
arrival for inadequate information. In the interests of fairness
and equity to all parties, the Court should bar any 11th-hour
attempt by the Debtors to supplement the record. At the very least,
the Court should outright deny the Debtors from proceeding with
this Disclosure Statement, cut short their plans to preserve the
otherwise expired exclusivity, require the Debtors start anew with
a filing if they intend on proceeding with any plan of
reorganization and allow other parties, such as SME to file a plan
as a result of exclusivity having expired.
As filed and as already acknowledged by this Court, a host of
crippling legal issues render the Plan described in the Disclosure
Statement fatally flawed and patently unconfirmable.
A hearing on the Disclosure Statement is scheduled for July 12,
2023, at 10:00 AM at Videoconference (ZoomGov).
Counsel to 541 W 21 SME LLC:
Morris S. Bauer, Esq.
DUANE MORRIS LLP
1037 Raymond Boulevard, Suite 1800
Newark, NJ 07102-5429
Tel: (973) 424-2037
Fax: (973) 452-3404
E-mail: MSBauer@duanemorris.com
About ERBO Properties
ERBO Properties, LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is the owner of a property located at
541 West 21st St., New York, valued at $80 million.
ERBO Properties and affiliates, Gold Mezz, LLC and Kova 521, LLC,
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 23-10210) on Feb. 13, 2023. In the petition filed by Erno
Bodek, manager, ERBO reported between $50 million and $100 million
in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Tarter Krinsky & Drogin LLP serves as the Debtors' bankruptcy
counsel.
FARAJI ENTERPRISE: Court OKs Cash Collateral Use Thru Aug 10
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Faraji Enterprise, LLC to use cash collateral on an
interim basis in accordance with the budget and its agreement with
Central Savings, F.S.B., for the period from June 31, 2023, through
August 10, 2023.
The Debtor asserts that it has an immediate need to use cash
collateral to permit, among other things, the orderly continuation
of the operation of its property, and avoid irreparable harm.
The Debtor and Central Savings, F.S.B. are parties to a term loan
dated March 16, 2017, evidenced by:
a) a Promissory Note dated March 16, 2017 by and between
Hirsch God Trust No. 469 as borrower and Central Federal FSB as
Lender in the original principal amount of $390,000;
b) a Mortgage recorded in the Office of the Cook County
Recorder of Deeds on March 24, 2017, as Document No. 1708304073 and
an Assignment of Rents dated March 16, 2017, which a was recorded
in the Office of the Cook County Recorder of Deeds on March 24,
2017 as Document No. 1708304074, each encumbering the real property
and rental income from property commonly known as 469-473 Hirsch
Avenue Calumet City, IL 60409; and
c) a Guaranty of Payment and Performance of all Loan
obligations by Faraji Enterprises, LLC dated March 16, 2017.
As of the Petition Date, the Debtor owed Central Savings, F.S.B.
not less than $408,160 inclusive of interest owed and accrued under
the Loan.
To adequately protect the lender for the Debtor's use of cash
collateral, Central Savings, F.S.B. is granted a replacement lien
on the Debtor's rents, accounts and accounts receivables, wherever
located to secure the Indebtedness to the extent of any diminution
in value of the Pre-Petition Collateral, subject only to valid and
enforceable liens and security interests existing on the Debtor's
property, assets, or rights of the Debtor at the time of the
commencement of the Case.
As further adequate protection, the Debtor will grant Central
Savings, F.S.B., a replacement lien on the Debtor's rents,
accounts, and accounts receivables derived from the Property, which
are of the same type or nature as the Pre-Petition Collateral,
coming into existence or acquired by the Debtor respecting the
Property on or after the Petition Date.
The Post-Petition Liens granted to Central Savings, F.S.B. under
the terms of the Order will be valid and perfected as of the date
of the Order, without the need for the execution or filing of any
further document or instrument otherwise required to be executed or
filed under applicable non-bankruptcy law.
The Debtor's authority to use cash collateral will terminate on the
earlier of:
(a) The date of entry by the Court of an order modifying or
otherwise altering the effectiveness of the Order;
(b) An Event of Default; or
(c) The expiration of the Budget Period.
These events constitute an Event of Default:
(a) Entry of an order converting the Debtor's Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code, which order is
not stayed within 10 days of the entry of such order;
(b) The entry of an order dismissing the Debtor's Chapter 11
case, which is not stayed within 10 days of the entry of such
order; and
(c) The Debtor's failure to comply with any provision of the
Order.
A further hearing on the matter is set for August 9at 10:45 a.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=uUnWPA from PacerMonitor.com.
About Faraji Enterprise
Faraji Enterprise, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14998) on
Dec. 30, 2022, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities.
Judge Deborah L. Thorne oversees the case.
William E. Jamison, Jr., Esq., at the Law Office William E.
Jamison, represents the Debtor as legal counsel.
FAREWELL VENTURES: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: Farwell Ventures Inc.
d/b/a Hook & Fade
d/b/a SimGym
113 S Hamilton Street
Madison, WI 53703
Business Description: Hook & Fade is a golf simulator lounge,
where it provides the gloves, the clubs, and
the balls. SimGym offers private golf
simulators available to book 24/7.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Western District of Wisconsin
Case No.: 23-11125
Debtor's Counsel: Claire Ann Richman, Esq.
STEINHILBER SWANSON LLP
122 W. Washington Street
Suite 850
Madison, WI 53703
Tel: 608-630-8990
Fax: 608-630-8991
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hosung Shin as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/V4WYI7Q/Farwell_Ventures_Inc__wiwbke-23-11125__0001.0.pdf?mcid=tGE4TAMA
FILE STORAGE: Case Summary & Three Unsecured Creditors
------------------------------------------------------
Debtor: File Storage Partners, LLC
1357 Ashford Avenue, Pmb 373
San Juan PR 00907
Business Description: File Storage offers data processing,
hosting, and related services.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
District of Delaware
Case No.: 23-10877
Debtor's Counsel: Evan T. Miller, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington DE 19801
Tel: 302-429-4227
Email: emiller@bayardlaw.com
Total Assets as of June 30, 2023: $12,230,623
Total Liabilities as of June 30, 2023: $30,962,750
The petition was signed by Timothy Furey as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZRRFHFY/File_Storage_Partners_LLC__debke-23-10877__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. D. Ledger Partners LLC Loan $2,380,951
5152 North Edgewood Drive
Suite 375
Provoto, UT 84604
James Harrison
Phone: (801) 318-2786
Email: db@clarkecp.com
jh@clarkecp.com
2. Genesis Global Capital LLC Loan $760,731
111 Town Square Place
Suite 1203
Jersey City, NJ 07310
Email: lending@genesiscap.co
3. State of Delaware Taxes $507
Wilmington Office
820 N. French St., 10th Floor
Wilmington, DE 19801
FORMAN MILLS: Lays Off 245 Workers, Considers Chapter 11
--------------------------------------------------------
Aaron Royce of Footwear News reports that discount retailer Forman
Mills is the latest chain store to face financial challenges with
large layoffs this week.
The regional chain, which specializes in selling off-priced men's,
women's and children's clothing, as well as shoes, toys, home goods
and school uniforms, is currently set to lay off 245 employees by
Aug. 4, according to Retail Dive. The news comes from the brand's
Worker Adjustment and Retraining Notification (WARN) filing, which
will impact workers in seven stores.
Currently, the filing states Forman Mills is aiming to sell its
company, though it could potentially file for Chapter 11 bankruptcy
if a sale isn't possible. The decision could also impact its store
numbers and closures; a location in Philadelphia already closed,
and the aforementioned layoffs will affect employees at seven
different locations.
Previously, Forman Mills was acquired in 2016 by private equity
firm Goode Partners, with additional investments and credits from
Cohesive Capital Partners and Monroe Partners, respectively. At the
time, the brand operated 36 store in nine states, whereas it only
operates 17 stores in four states (New York, New Jersey,
Pennsylvania and Delaware) today.
However, Forman Mills isn't the only retailer to face challenges in
recent years. As previously reported in FN, Bed, Bath and Beyond
and Harmon Face Value announced the closures of over 200 retail
locations in Jan. 2022. In April 2023, the home goods chain
officially announced that it would file for Chapter 11 bankruptcy
and be holding store-wide liquidation sales.
2023 also marked difficult times for other brands. In Jan. 2023,
Party City filed for Chapter 11 bankruptcy, and Jo-Ann Fabrics --
though it isn't ending its business -- began closing eight retail
locations. Big Lots also announced that it would begin closing its
retail locations, with plans to shutter at least seven stores by
the 2023's end.
Forman Mills isn't the only retailer accused of violating the WARN
Act. Bed Bath & Beyond was sued on the same grounds after it let
go
of 1,300 workers. The plaintiff, one of the terminated workers,
claimed the bankrupt retailer failed to provide the required
advance notice and pay the full compensation owed. That lawsuit is
now pending as the Chapter 11 case winds through the court system.
FTAI INFRASTRUCTURE: Moody's Alters Outlook on B2 CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service changed FTAI Infrastructure, Inc.'s (FIP)
outlook to negative from stable following the company's
announcement that it will issue $100 million of add-on senior
secured notes due 2027. The add-on notes are expected to be
fungible with the existing notes. Concurrently, Moody's affirmed
FIP's other ratings, including the B2 corporate family rating,
B2-PD probability of default rating and the B2 senior secured notes
rating.
Proceeds from the proposed notes issuance will be used to repay
existing borrowings under the Transtar, LLC (unrated, a wholly
owned subsidiary of FIP) revolving credit facility ($50 million)
and a bridge loan ($25 million), and to increase cash liquidity,
after paying transaction related fees and expenses.
Affirmations:
Issuer: FTAI Infrastructure Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Regular Bond/Debenture, Affirmed B2
Outlook Actions:
Issuer: FTAI Infrastructure Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The negative outlook reflects higher than expected financial
leverage, weak interest coverage, and the need for good execution
of FIP's underlying businesses to sustain sufficient liquidity and
support any potential growth. The company has underperformed
Moody's expectations thus far, with weaker cash flow necessitating
additional debt issuance. Without improvements in earnings and
liquidity, the ratings could be downgraded.
The add-on notes will be fungible with the existing $500 million
secured notes due 2027, and will have the same maturity date and
terms and conditions, except with respect to the date of issuance
and offering price. The secured notes are rated B2, the same as the
CFR, because the notes represent the preponderance of debt at FIP.
Although the notes have a secured claim on Transtar's assets, the
$50 million revolving credit facility at Transtar has a priority
claim over the notes on Transtar's assets.
The B2 CFR reflects FIP's high financial leverage, structural
subordination to the operating subsidiary debts, inconsistent
operating track record since its formation as in independent
company and elevated near term execution risk. The B2 CFR is
supported by FIP's strategically located and diversified assets
providing critical infrastructure support, good revenue visibility
backed by long-term contracts at Transtar, Jefferson, and Long
Ridge, mostly high-quality and sticky customer base, and long lived
assets that require low maintenance capital.
The company will have adequate liquidity following the add-on debt
issuance. FIP will have roughly $50 million of pro forma cash on
hand and full availability under the $50 million Transtar revolving
facility. The company has access to 100% of free cash flow at
Transtar and Repauno, 80% free cash flow at Jefferson and 50% of
free cash flow at Long Ridge. However, most of FIP's cash flow will
come from Transtar, with Jefferson contributing more meaningful
cash starting from fourth quarter 2023. The company's recycling
assets do not generate any meaningful cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely given the negative outlook. If the company
can grow its EBITDA and assets according to current plans, improve
liquidity, achieve strong utilization of its assets and reduce the
proportionately consolidated debt/EBITDA ratio below 6x, an upgrade
could be considered. A downgrade is could occur if the company's
financial performance does not improve as expected and
EBITDA/Interest remains below 2.5x. Weak liquidity, debt funded
growth projects, acquisitions or shareholder distributions could
also result in a downgrade.
FTAI Infrastructure Inc. is a publicly traded diversified
infrastructure company with exposures to the energy, power and
railroad transportation industries.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
FTAI INFRASTRUCTURE: S&P Alters Outlook to Neg., Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on FTAI
Infrastructure Inc. (FIP) to negative from stable and affirmed its
'B-' issuer credit rating on FIP. At the same time, S&P affirmed
its 'B-' issue-level rating on the senior secured notes pro forma
for the add-on. The '3' recovery rating is unchanged, indicating
its expectation of meaningful (50%-70%; rounded estimate: 50%)
recovery if a payment default occurs.
The negative outlook reflects S&P's expectation that the company
will continue operating under a highly leveraged consolidated
capital structure with adjusted debt to EBITDA of around 13x in
2023 and about 10x in 2024.
S&P said, "We expect the company's credit quality to improve from
2022 levels as operating assets ramp up over the next few years. We
expect the company to generate a greater percentage of stable cash
flows as it secures more long-term contracts. Given its multiyear
contracts with Exxon commenced, we believe FIP is well positioned
to take advantage of Exxon's Beaumont Refinery expansion in Texas,
which will add 250,000 barrels per day (bpd) of capacity to Exxon's
refining and petrochemical complexes along the U.S. Gulf Coast.
Capital spending is forecasted to be significant with at least $70
million in 2023 driven by the capacity expansion at Jefferson and
Repauno, which are expected to bring additional EBITDA contribution
once completed. To fund the Repauno Phase 2 project, the company
intends to raise incremental debt, which can result in higher
leverage. That said, we expect Repauno cash flows to grow further
as the project becomes operational.
"FIP's financial measures will remain elevated. We view the
company's consolidated balance sheet as stretched, reflecting
significant asset-level debt and a slower-than-expected ramp-up of
capacity utilization and asset-level cash flow than previously
forecasted. We now expect adjusted leverage to be around 13x in
2023 and about 10x in 2024 compared to our previous expectation of
approximately 7.5x and 7.0x in 2023 and 2024, respectively.
Forecasted measures are at the weaker end compared to similarly
rated midstream peers. The company expects to use net proceeds of
the offering to fully repay the revolving credit facility at
Transtar, an interim bridge loan at the holding company and for
general corporate purposes. Our calculation of adjusted debt
includes our 100% debt treatment to its $300 million series A
preferred equity investment (which we expect to accrue over the
immediate term), and proportional consolidated debt from Long Ridge
based on FIP's 50% ownership because this investment provides
significant cash flow to FIP. We treat the hybrid security as
debt-like in our calculation of adjusted leverage because there is
not a true dividend stopper as the common equity holders are
entitled to receive a minimum distribution. If the company
continues to pursue debt-leveraged financing of its growth
opportunities and a slower-than-expected ramp-up in cash flows, we
could consider its capital structure to be unsustainable.
"The company's business risk reflects limited asset integration.
FIP has a portfolio of stand-alone, single assets with limited
scale and integration compared to most rated midstream energy
companies. We consider the company as a manager of a portfolio of
stand-alone assets rather than having an integrated business model
of assets connected through the infrastructure value chain that
provides its customer base with optionality.
"The negative outlook reflects FIP's elevated adjusted debt to
EBITDA as we forecast FIP's consolidated leverage to be around 13x
in 2023 and about 10x in 2024."
S&P could lower the rating on FIP if:
-- S&P considers its capital structure to be unsustainable;
-- S&P forecasts an interest coverage ratio below 1.0x; or
Liquidity becomes constrained.
S&P could revise the outlook to stable if the company's adjusted
leverage trends toward the mid 7x area while maintaining sufficient
liquidity.
ESG credit indicators: E-3, S-2, G-2
FTX TRADING: Creditor Tokenizes Bankruptcy Claims, Sells as NFT
---------------------------------------------------------------
Muyao Shen of Bloomberg News reports that one creditor of
bankrupted cryptocurrency exchange FTX decided not to sit and wait
to get their money back. Instead, the unidentified creditor of a
FTX bankruptcy claim worth $31,307 converted the claim to a token
on the Ethereum blockchain and sold it to a buyer who on June 23
used the token to borrow $7,500 worth of stablecoin USD, according
to nonfungible token lending platform Arcade.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations.
At 4:30 a.m. on Nov. 11, 2022, Bankman-Fried ultimately agreed to
step aside, and restructuring vet John J. Ray III was quickly named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10, 2022, showing FTX had
$13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GARDNER INSURANCE: Agency Sale & Litigation Proceeds to Fund Plan
-----------------------------------------------------------------
Gardner Agency of Texas, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Chapter 11 Liquidating Plan of
Reorganization dated June 27, 2023.
Debtor was formed in 2019 as a limited liability corporation in the
State of Texas and operates as an independent insurance agency in
the Woodlands, Texas. Debtor's primary income comes from insurance
commissions.
There are two significant assets of the Debtor: (a) the insurance
agency and (b) the PolicyPro litigation.
This plan of reorganization proposes to pay the creditors of the
Debtor from operations, the sale of the agency, the proceeds from
the PolicyPro Litigation.
Class 3 consists of Non-priority Unsecured Creditors. The allowed
general unsecured claims will be paid a pro-rata share of all
remaining cash generated from the sale of the Agency and the
PolicyPro litigation. "Remaining cash" means that fund left after
payment of administrative claims and the secured portion of the
Bankwell Bank debt. Once all claims are allowed, the Debtor will
pay these creditors their pro-rata share.
These are the known unsecured claims:
* Unsecured portion of Bankwell debt (unknown).
* IPFS Corporation - $1,213.24 (claim no. 1)
* Aloha ATX, LLC (listed at $39,744.00 and disputed). The
claimant did not file a claim and will not receive any
distribution.
* AND Professional Services, LL (list at $39,744.00 and
disputed). The claimant did not file a claim and will not receive
any distribution
* Chabayana, LLC (listed at $11,200 on back lease payments).
* Lighthouse Property Insurance Corp Liquidation (listed at
$379.63)
* PolicyPro, Inc (counterclaim listed as contingent, disputed
and unliquidated). No claim was filed, and it will not receive a
distribution.
Class 4 consists of Equity Security Holders of the Debtor. Steven
Gardner is the majority member of the Debtor. The other two equity
holders are Aloha ATX, LLC and AND Professional Services, LLC.
These equity interests will be canceled after all funds are
distributed unless there is a surplus.
The Debtor proposes to sell the Agency to MYsurance, Inc under the
terms and conditions set forth in the LOI. The contract includes a
closing date of September 1, 2023 or earlier. Debtor will file a
motion to sell the Agency to MYsurance, Inc.
Debtor will continue to prosecute the PolicyPro litigation
currently in this Court under Adversary No. 23-03092. Steve Gardner
will fund the cost of litigation.
A full-text copy of the Chapter 11 Plan dated June 27, 2023 is
available at https://urlcurt.com/u?l=X5zqId from PacerMonitor.com
at no charge.
Attorney for Debtor:
Dean W. Greer, Esq.
West & West Attorneys at Law, P.C.
2929 Mossrock, Ste. 204
San Antonio, TX 78230
Tel: (210) 342-7100
Fax: (210) 342-3633
Email: dean@dwgreerlaw.com
About Gardner Agency of Texas
Gardner Agency of Texas, LLC, is an insurance agency in Woodlands,
Texas. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. S.D. Tex. Case No. 23-30883) on March 13,
2023. In the petition signed by Steven C. Gardner, managing member,
the Debtor disclosed $10,643 in assets and $1,909,966 in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Dean W. Greer, Esq., at West & West Attorneys at Law, P.C., is the
Debtor's legal counsel.
GENESISCARE USA: EUR500M Bank Debt Trades at 85% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Genesiscare USA
Holdings Inc is a borrower were trading in the secondary market
around 14.5 cents-on-the-dollar during the week ended Friday, June
23, 2023, according to Bloomberg's Evaluated Pricing service data.
The EUR500 million facility is a Term loan that is scheduled to
mature on May 17, 2027. The amount is fully drawn and
outstanding.
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; and Teneo as
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
An official committee of unsecured creditors has retained Kramer
Levin as counsel.
GEO REAL ESTATE: Seeks to Hire Allen Vellone Wolf as Counsel
------------------------------------------------------------
Geo Real Estate, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Allen Vellone Wolf Helfrich &
Factor P.C. as its legal counsel.
The firm will handle all matters concerning the administration of
the estate including the preparation of the bankruptcy statements
and schedules, a plan of reorganization and disclosure statement,
as well as all contested and litigation matters that arise in the
Debtor's Chapter 11 case.
The firm will be paid at these rates:
Jeffrey A. Weinman $625 per hour
Patrick D. Vellone $725 per hour
Bailey C. Pompea $365 per hour
Paralegals $120 - 225 per hour
As disclosed in court filings, Allen is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey A. Weinman, Esq.
Allen Vellone Wolf Helfrich & Factor, P.C.
1600 Stout Street, 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: jweinman@allen-vellone.com
About Geo Real Estate
Geo Real Estate, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-12495) on June
13, 2023. At the time of filing, the Debtor estimated $1,000,001 to
$10 million in both assets and liabilities.
Judge Michael E Romero oversees the case.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
GLENDALE INVESTMENT: Taps Orantes Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
Glendale Investment Alliance, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Orantes Law Firm, P.C. as its counsel.
The Debtor requires legal counsel to:
(a) prepare a Chapter 11 plan of reorganization;
(b) give advice regarding bankruptcy law matters;
(c) represent the Debtor in any proceedings or hearings in the
bankruptcy court;
(d) conduct examinations of witnesses, claimants or adverse
parties and prepare legal papers;
(d) advise the Debtor concerning the requirements of the
bankruptcy court and applicable rules;
(e) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan; and
(f) perform other necessary legal services.
Orantes Law Firm received from the Debtor a retainer of $21,738,
plus the filing fee of $1,738.
The firm's attorneys and staff will be compensated as follows:
Giovanni Orantes, Esq. $695 per hour
Associates $250 - $695 per hour
Paralegals $160 per hour
Giovanni Orantes, Esq., an attorney at the Orantes Law Firm,
disclosed in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Giovanni Orantes, Esq.
The Orantes Law Firm, PC
3435 Wilshire Blvd., Suite 2920
Los Angeles, CA 90010
Telephone: (213) 389-4362
Facsimile: (877) 789-5776
Email: go@gobklaw.com
About Glendale Investment
Glendale Investment Alliance, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-13125) on May 19, 2023, with $100,001 to $500,000 in both
assets and liabilities. M. Douglas Flahau, Esq., a partner at
ArentFox Schiff, has been appointed as Subchapter V trustee.
Judge Julia W. Brand oversees the case.
The Debtor is represented by Giovanni Orantes, Esq., at The Orantes
Law Firm, A.P.C.
GLOBAL MEDICAL: $1.94B Bank Debt Trades at 43% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Global Medical
Response Inc is a borrower were trading in the secondary market
around 56.9 cents-on-the-dollar during the week ended Friday, June
30, 2023, according to Bloomberg's Evaluated Pricing service data.
The $1.94 billion facility is a Term loan that is scheduled to
mature on March 14, 2025. About $1.85 billion of the loan is
withdrawn and outstanding.
Global Medical Response Inc and GMR Buyer Corp provide emergency
air medical services.
GLOBAL MEDICAL: $1.98B Bank Debt Trades at 43% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Global Medical
Response Inc is a borrower were trading in the secondary market
around 56.9 cents-on-the-dollar during the week ended Friday, June
30, 2023, according to Bloomberg's Evaluated Pricing service data.
The $1.98 billion facility is a Term loan that is scheduled to
mature on October 2, 2025. About $1.94 billion of the loan is
withdrawn and outstanding.
Global Medical Response Inc and GMR Buyer Corp provide emergency
air medical services.
GMP BORROWER: Moody's Raises CFR & Senior Secured Term Loan to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded GMP Borrower LLC's Corporate
Family Rating to B3 from Caa1, Probability of Default Rating to
B3-PD from Caa1-PD and the rating on its senior secured term loan
to B3 from Caa1. The rating outlook is stable.
"The majority of the term loan debt at GMP Borrower LLC has been
repaid such that it has little debt other that project finance term
loans at two of its subsidiaries that are non-recourse to GMP,"
stated James Wilkins, Moody's Vice President. "The company will be
able to easily generate sufficient cash flow to service its debt at
the parent company level, mitigating the risk of its very small
scale and single asset concentration."
Upgrades:
Issuer: GMP Borrower LLC
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured Bank Credit Facility, Upgraded to B3 from Caa1
Outlook Actions:
Issuer: GMP Borrower LLC
Outlook, Remains Stable
RATINGS RATIONALE
The upgrade of GMP's CFR to B3 reflects the substantial decline in
the company's debt, leading to correspondingly low leverage and
strong interest coverage at the parent company level. The company
restructured its debt in 2021 with only $69 million of debt at GMP
Borrower LLC and has since repaid $46 million or two-thirds of the
principal outstanding of its term loan (as of March 31, 2023),
leaving it with little leverage before considering the non-recourse
debt at two subsidiaries. The company has two subsidiaries
established in connection with the construction of two extensions
to the Glass Mountain Pipeline with a total of $184 million of term
loan debt (as of March 31, 2023) that is not guaranteed by GMP
Borrower LLC. The two subsidiary term loans are fully serviced by
cash flow underpinned by two contracts with strong counterparties
that contain minimum volume commitments that extend beyond the
maturity date of the term loans and neither entity distributes cash
to GMP that could be used to service debt at GMP. The pipeline
extensions entered service in 2021 and 2022. GMP's leverage on a
consolidated basis, including the non-recourse debt, was 4.1x as of
March 31, 2023, and excluding the non-recourse debt and related
EBITDA was ~1.5x as of that date.
GMP has modest scale, a focused asset profile and a concentrated
customer base. GMP operates a single crude oil pipeline and has
limited scale as measured by its PP&E and EBITDA generation. The
legacy Glass Mountain Pipeline assets benefit from acreage
dedications (but not minimum volume commitments and is still
subject to actual volumes produced) from a concentrated customer
base, who are some of the largest exploration and production (E&P)
companies active in the core midcontinent area GMP services. It is
reliant on E&P's ongoing development efforts to maintain and grow
transported volumes, which can be volatile. The 2023 rig count in
GMP's area of operations remains below 2022 levels. The company's
two extensions that entered service in 2021 and 2022 (owned by two
separate subsidiaries - Navigator PH Crossing LLC and Navigator
Borger Express LLC) transport crude oil from Cushing to two
refineries, giving the company exposure to demand pull volumes and
the support of fee-based, long-term contracts with minimum volume
commitments that provide stable cash flow. However, the project
finance debt that financed the pipeline extension projects have
significant debt amortization requirements, excess cash flow sweeps
and limitations on distributions such that the levered subsidiaries
will not distribute cash up to GMP in the near-term. GMP's sponsor
has been supportive of GMP, providing equity funding for its
expansion projects.
GMP's term loan is rated B3, the same level of the CFR, reflecting
the fact that the rated term loan at GMP accounts for all the debt
at that entity and the subsidiaries that guaranty the debt. The
consolidated capital structure includes the term loan at GMP ($23
million as of March 31, 2023) as well as project finance debt at
two of GMP's subsidiaries that own a substantial portion of its
pipeline network that is structurally advantaged with respect to
the cash flow generated at the entities with project finance debt.
That project finance debt is non-recourse to GMP.
GMP has adequate liquidity supported by existing cash balances and
cash flow from operations. The company does not have a revolving
credit facility and it is not subject to any financial covenants
under the credit agreement that provides for the term loan. The
company's term loan matures in 2027 and has one percent per year
principal amortization requirements. The project finance term loans
also have material principal amortization requirements and
restrictions on distributions such that Moody's does not expect GMP
to receive significant distributions from the two levered
subsidiaries. Conversely, neither subsidiary appears likely to need
support from GMP owing to their customer contractual commitments.
The stable outlook reflects Moody's expectation that its customers'
drilling activity in the areas serviced by Glass Mountain Pipeline
will support steady or growing volumes for transportation on the
pipeline.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade of GMP's debt could be considered if industry
conditions improve such that E&P shippers on Glass Mountain
Pipeline are maintaining or growing transported volumes, the
capital structure is simplified, GMP generates over $100 million of
EBITDA and leverage remains below 4x (calculated on a consolidated
basis including the EBITDA and debt at two levered subsidiaries).
The ratings could be downgraded if its transportation volumes
decline, interest coverage declines below 1.5x or liquidity
worsens.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
GMP Borrower LLC is the owner of a pipeline system (Glass Mountain
Pipeline) transporting crude oil from the Mississippi Lime, Granite
Wash and STACK oilfields to Cushing, OK, where it has storage
capacity and interconnects to major pipeline systems, as well as to
other destinations. It also transports crude oil from Cushing to
two refineries located in the Texas panhandle. A fund managed by
BlackRock, Inc. is GMP Borrower LLC's sponsor and majority owner.
GRAPE AND VINE: Seeks to Hire M. Denise Dotson as Legal Counsel
---------------------------------------------------------------
Grape and Vine, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ the law firm of M.
Denise Dotson, LLC as its counsel.
The firm's services include:
a. preparing pleadings and applications;
b. conducting examination;
c. advising the Debtor of its rights, duties and obligations
under the Bankruptcy Code;
d. consulting and representing the Debtor with respect to a
Chapter 11 plan;
e. performing those legal services incidental and necessary to
the day-to-day operations of the Debtor's business, including,
institution and prosecution of necessary legal proceedings, and
general business and corporate legal advice and assistance;
f. take other actions incident to the proper preservation and
administration of the Debtor's estate and business.
The firm will charge these fees:
Attorneys $275 per hour
Legal Assistants $75 per hour
M. Denise Dotson, Esq., disclosed in court filings that she and her
firm neither hold nor represent any interest adverse to the Debtor
and its bankruptcy estate.
The firm can be reached through:
M. Denise Dotson, Esq.
M. Denise Dotson, LLC
125 Clairemont Avenue, Suite 440
Decatur, GA 30030
Tel: 404-210-0166
Email: denise@mddotsonlaw.com
ddotsonlaw@me.com
About Grape and Vine
Grape and Vine, LLC, doing business as Cru Lounge Morrow, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 23-55562) on June 13,
2023, with as much as $50,000 in assets and $100,001 to $500,000 in
liabilities. Gary Murphey of Resurgence Financial Services, LLC has
been appointed as Subchapter V trustee.
Judge Barbara Ellis-Monro oversees the case.
M. Denise Dotson, LLC is the Debtor's bankruptcy counsel.
GREAT CANADIAN GAMING: S&P Alters Outlook to Pos., Affirms 'B' ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook on Canada-based regional
gaming operator Great Canadian Gaming Co. (GCGC) to positive from
stable. S&P also affirmed its 'B' issuer credit rating on the
company and 'B+' issue-level rating on GCGC's secured debt. The '2'
recovery rating on the debt is unchanged.
The positive outlook reflects the possibility of an upgrade within
the next 12 months if GCGC executes the ramp-up of the Toronto
casino property while sustaining leverage below 6x. S&P also
assumes that management will maintain financial policy commensurate
with current leverage.
S&P said, "The rating action reflects our expectations that GCGC's
leverage will remain below 6x through 2024. GCGC exited 2022 with
about 6x leverage compared with our previous expectation of above
7x. With visitation rates returning to normal levels, and the
Pickering and Toronto (previously known as Woodbine) properties in
the Greater Toronto Area (GTA) bundle ramping up, we expect GCGC's
net revenue and EBITDA will show significant growth for the next
18-24 months, with 2023 levels about 20%-30% above 2022 EBITDA. At
the same time, with capital investments winding down in the next 18
months, we expect GCGC's free cash flow to turn positive in 2024,
which should provide additional support to the company's credit
metrics. As a result, we expect GCGC's gross debt-to-EBITDA ratio
(S&P Global Ratings-adjusted) in the 5x-6x range in the next 12
months."
Normalized operations and ramp-up of renovated properties will spur
revenue and EBITDA growth. With the return of a more normal
operating environment and the lifting of COVID-19 pandemic
restrictions, GCGC's LTM March 2023 net revenues and EBITDA have
shown significant improvement compared with the period when casinos
were closed or visitations were restricted. In addition, after
acquiring the Ontario bundles, GCGC has completed several
enhancements--increasing slots by 50% and more than quadrupling
tables from previous levels, slot optimization, the roll-out of a
new loyalty program, and the introduction of new food and beverage
offerings--to complement gaming and improve guest experience. S&P
expects the loyalty program will increase customer visits and
gaming spend because it will target customers through a centralized
database with consistent and cohesive digital advertising.
In addition, GCGC has made a significant capital investment (of
C$1.5 billion including 2023 capital expenditure [capex] budget) in
its Pickering and Toronto properties that should drive revenue
growth. The renovated Pickering property opened in July 2021, which
contributed a significant amount of EBITDA to the GTA bundle in
2022, and the Toronto property recently opened on June 21. S&P
said, "In our view, the combination of nongaming initiatives
(hotels, spas, dining options), along with a unified loyalty
program, would allow GCGC to accelerate topline growth and get a
higher return on its investment. GCGC exited 2022 with about C$700
million-C$750 million of EBITDA compared with 2019 EBITDA of C$500
million-$550 million, and we forecast 2023 and 2024 levels will
show significant growth as both the casinos and their facilities
fully ramp up."
S&P said, "We expect EBITDA margins will be significantly stronger
compared with 2019 levels. GCGC's 2021 margins were similar to that
of 2019 levels and 2022 consolidated margins were considerably
above pre-pandemic levels. In 2023, although we expect the return
of a more competitive environment, including the resumption of
alternative recreation options and increased marketing costs, we
still forecast GCGC will sustain margins above 2019 levels. Through
the pandemic, the company rationalized its cost structure, which
included operations, labor and procurement, and the closure of
low-margin amenities. While we expect costs to rise as occupancy
levels increase and properties ramp up, we believe many savings are
sustainable longer term." Although inflationary pressures and
higher operating expenses as the Pickering and Toronto casinos ramp
up to full utilization in the next 24 months could result in some
margin pressure, GCGC's substantial casino margin improvement in
2022 because cost optimization and other efficiencies implemented
in the past few years provide the company with flexibility to
withstand some headwinds, and for the margin to remain much higher
than pre-pandemic levels.
Good market position and asset quality are bolstered by supportive
regulatory regimes. GCGC generates most of its revenues and EBITDA
from the B.C. and Ontario gaming markets where the regulators
either limit additional gaming licenses or cap casinos within
certain zones. As a result, the regulatory environment creates high
barriers to entry for new entrants. S&P said, "We believe that amid
the risks of a slowing economy, GCGC could face modest impact
because it is a regional operator; in our view, there is a high
likelihood that the company would be able to sustain its
visitations compared with larger destination casinos. In addition,
GCGC has a good track record of maintaining strong asset quality
across its gaming portfolio through reinvestments in its casinos,
which helps attract traffic and maintain market share in spite of
increasing competition. The success of the B.C. assets where GCGC
has been able to maintain traffic and its market share in the
Greater Vancouver Area despite the addition of new properties in
the area, speaks to both GCGC properties' availability of amenities
and successful reinvestment in properties. We expect that, with
investments in the previously under-invested Ontario properties,
GCGC will significantly enhance traffic and growth. Nevertheless,
concentration risk remains, with more than 90% of the company's
revenues derived from two major urban areas (Vancouver and
Toronto); gaming revenues are about 85% of total revenues; and by
year-end 2023, four of the largest gaming properties will
contribute about a third of the company's EBITDA."
The positive outlook reflects the possibility of an upgrade over
the next 12 months if GCGC successfully executes the ramp-up of the
Toronto casino property leading to leverage sustained below 6x. The
positive outlook also incorporates S&P views of the company's
financial flexibility and sizable cash on the balance sheet, which
should support operations should the company face any operational
volatility in the near term.
S&P would consider raising the rating in the next 12 months if
-- GCGC continues to exhibit sustained EBITDA growth and strong
margins, resulting in leverage sustained below 6.0x; and
-- Management commits to a financial policy that is commensurate
with leverage at 6x or below.
S&P could stabilize its rating if S&P expects GCGC's leverage will
deteriorate to 7x. The likely path for that would be if:
-- The company significantly underperformed our base-case forecast
in the next 12 month due to reduced discretionary spending by
consumers; or
-- The company's ramp-up of the Toronto casino property faces
unexpected hurdles leading to operational underperformance and
higher costs.
ESG credit indicators: E-2, S-3, G-3
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of GCGC. During the pandemic, the
company had most of its properties either closed (B.C.) or
operating intermittently (Ontario) at reduced capacities.
Governance factors are a moderately negative consideration, as is
the case for most rated entities owned by private-equity sponsors.
We believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the pure
interests of the controlling owners." This also reflects generally
finite holding periods and a focus on maximizing shareholder
returns.
GROUPE SOLMAX: Moody's Affirms 'B2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating,
B2-PD probability of default rating, and the B2 senior secured 1st
lien rating for Groupe Solmax Inc. (Solmax). The outlook remains
stable.
"The affirmation reflects Solmax's position as a market leader in
geosynthetics." said Jason Mercer, Vice President, Senior Analyst
at Moody's. "It also reflects moderate leverage and positive free
cash flow, offset by weakening interest coverage."
Affirmations:
Issuer: Groupe Solmax Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2
Outlook Actions:
Issuer: Groupe Solmax Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Solmax's ratings benefit from: (1) leading market position in a
competitive and highly fragmented industry; (2) a diversified
business model through multiple geosynthetic product types with
good geographical diversification; (3) exposure to numerous end
markets including infrastructure, waste management, mining and
construction that helps offset their inherent cyclicality; and (4)
a diverse customer base with the top 10 customers making up less
than 25% of revenue.
The company's ratings are constrained by its: (1) relatively small
scale with projected EBITDA of about $130 million for FY2023; (2)
product concentration in the niche geosynthetic market; (3)
exposure to variability in the prices of raw materials; partially
mitigated by passthrough pricing for its products; (4) projected
weak interest coverage that is close to 1x and moderate debt to
EBITDA of between 5x and 6x in 2023 and 2024; and (5) weakness in
the results in their end markets of Asia and EMEA.
Solmax has good liquidity. Sources total around $120 million
compared to around $7 million of mandatory payments payable under
the amortizing term loan for the next 12 months to mid-June 2024.
Solmax's liquidity is supported by cash on hand of about $40
million as of March 31, 2023, $60 million available under its $100
million revolver due 2026, and Moody's expected free cash flow of
around $15 million over the next 12 months (after debt repayments)
which will allow the company to reduce its revolver, although not
fully. As revolver drawings exceed 35%, Solmax needs to comply with
a first lien leverage ratio of less than 7.5x; however, there is
good buffer if triggered. Solmax has a modest ability to generate
liquidity from asset sales as most of its assets are encumbered.
The company has no refinancing risk until 2026 when its revolving
credit facility expires.
The first-lien pari passu term loan and revolving credit facility
are rated B2, the same as the CFR, because they make up the
preponderance of the debt in the capital structure.
The stable outlook reflects Moody's view that it will maintain its
leverage between 5x and 6x through 2023 as well as interest
coverage (EBITA to interest expense) above 1x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt to EBITDA is below 4x, free
cash flow to debt is above 5%, and Solmax maintains good
liquidity.
The ratings could be downgraded if debt to EBITDA is above 6x,
interest coverage falls below 1x, free cash flow to debt becomes
negative, or Solmax's liquidity weakens.
Groupe Solmax Inc. (Solmax) is a manufacturer of geosynthetic
products that are large sheets of plastics used to protect and
fortify in various end markets. The company is privately owned by
Fonds de Solidarite des Travailleurs Du Quebec, CDP Investissements
Inc. (wholly owned by Caisse de depot et placement du Quebec), and
indirectly the founder, with all three having equal ownership. The
company's head office is in Varennes, Quebec, Canada.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
GRS RESTAURANT: Case Summary & Eight Unsecured Creditors
--------------------------------------------------------
Debtor: GRS Restaurant Group, Inc.
d/b/a Stacks
361 California Drive
Burlingame, CA 94010
Business Description: The Debtor is part of the restaurant
industry.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-30430
Debtor's Counsel: Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: 415-513-5980
Fax: 415-513-5985
Email: info@belvederelegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Geoff R. Swenson as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RH35ZHY/GRS_Restaurant_Group_Inc__canbke-23-30430__0001.0.pdf?mcid=tGE4TAMA
GUNNELS & BURTIN: Taps Lentz Law PC as Bankruptcy Counsel
---------------------------------------------------------
Gunnels & Burtin, LLC received approval from the U.S. Bankruptcy
Court for the District of Nebraska to employ Lentz Law, PC, LLO as
its legal counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor in the reorganization of its business;
b. meet with and negotiate with creditors;
c. take any necessary actions to set aside preferences of
transfers, which may qualify to be avoided or set aside under the
Bankruptcy Code;
d. take such other necessary and required actions which are
deemed by such counsel as ordinary and necessary in the course of
these proceedings;
e. provide representation in connection with any adversary
proceedings filed in court by various creditors and adversary
proceedings required to be filed for the protection and
preservation of property of the estate;
f. prepare legal papers; and
g. perform other legal services.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred. The retainer fee is $10,000.
John Lentz, Esq., a partner at Lentz Law, PC, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John A. Lentz, Esq.
Lentz Law, PC, LLO
650 J St Ste 215B
Lincoln, NE 68508
Phone: (402) 421-9676
Email: john@johnlentz.com
About Gunnels & Burtin
Gunnels & Burtin, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Neb. Case No. 23-80376) on May
15, 2023, with as much as $50,000 in assets and $100,001 to
$500,000 in liabilities. James Overcash, Esq., has been appointed
as Subchapter V trustee.
Judge Thomas L. Saladino oversees the case.
The Debtor is represented by John A. Lentz, Esq., at Lentz Law, PC,
LLO.
GUR-MEAT INC: Court OKs Cash Collateral Access Thru July 6
----------------------------------------------------------
Gur-Meat, Inc. sought and obtained entry of an order from the U.S.
Bankruptcy Court for the District of Puerto Rico authorizing the
use cash collateral on an interim basis through July 6, 2023.
"Upon consideration of such motion, the court finds that interim
authorization to use cash collateral is appropriate under Fed. R.
Bankr. P. 4001(b)(2) in order to avoid immediate and irreparable
harm to the estate," the Hon. Maria De Los Angeles Gonzalez ruled.
A further hearing on the matter is set for July 6 at 10 a.m.
In 2019, after relying on an accounting firm for nearly a decade,
the Debtor became aware that the accountants were forwarding
inexact and questionable data to lender Banco Popular de Puerto
Rico. The information was corroborated by an audit performed by
BPPR which made the findings of the misconstrued financials, which
were facts that Debtor was unaware of because it fully relied on
the trust placed in such accounting firm's reputation and work
ethics.
The situation led to a default called by the bank and negotiations
to resume the relationship with the lender continued. At that
point, the Debtor had no other alternative but to conclude the
relationship with the accounting firm and work with BPPR for the
continuation of the business.
After the 2019 accounting situation, in January 2020, the island
suffered a series of earthquakes, which significantly affected the
southwest region of the island. The Debtor, with offices in
Arecibo, had a large operation in the region under contracts for
pre-packaged food.
To make matters worse, in March 2020, the COVID-19 pandemic
triggered a series of lock down orders with halted the food
industry in its entirety.
Furthermore, on January 20, 2020, PR Recovery and Development JV
LLC, which purchased the loans from the Economic Development Bank
of Puerto Rico (BDE), filed a lawsuit against the Debtor in the
Court of First Instance de Arecibo, Case No. AR2020CV00189, which
reached judgment and the Debtor came into several agreements to
attempt to service the debt.
The combination of these factors: the negligent accountants, the
region's earthquakes, the COVID-19 pandemic, and aggressive
collection actions by creditors, triggered a negative ripple effect
on the Debtor's finances that led to this point in time. During the
past three years, the Debtor has managed to keep 23 employees and
the plant running, but at the same time, and considering that PRRD
and BPPR were both applying duress to collect on their debts, the
Debtor has been attempting to raise their clientele and improve
operations to comply with debt service to no avail.
The Debtor identifies BPPR, PRRD and the Small Business
Administration as entities that might have an interest in the
outcome of the Debtor's request and the cash collateral.
On August 19, 2016, the BDE afforded the Debtor a credit facility
for a commercial line of credit in the principal amount of $1.7
million. On January 3, 2020, PR Recovery sent written notices to
the Debtor indicating that the Credit Facility had matured and
expired, and alleged that BDE transferred all the rights, title and
interest of BDE in and to the Credit Facilities on September 7,
2018. The Arecibo court granted the lender a judgment for $827,028
on February 3, 2022.
The Debtor entered into a Loan Agreement with BPPR, pursuant to
which the Bank granted the Debtor a revolving line of credit for
the aggregate principal sum of $1.5 million. The credit line was
originally from BDE under the SBA's financing program with a
working capital cap line of $1.7 million. BPPR acquired a note
payable which partially satisfied the BDE's line of credit and a
new loan agreement dated December 29, 2017, was executed. The
actual monthly payment is $10,000 maturing on October 31, 2023, and
upon maturity a balloon payment for the full amount is due. Prior
to the filing, the Debtor was in good faith negotiations with BPPR
to enable the operation and continue the relationship.
On January 27, 2022, the Debtor entered into a loan agreement with
the SBA with a promissory note in the principal sum of $500,000 and
with a blanket lien over all movable objects.
According to its 14-day budget, the Debtor anticipates collections
in the amount of $43,069, which will be needed to cover all
expenses delineated in the budget and will require disbursement on
an interim basis in the amount of $42,168.
The Debtor proposes to use the cash collateral to maximize
collections, increase the clientele base and preserve the going
concern. Secured lenders asserting an interest to the cash
collateral are adequately protected by the generation of new
inventories and accounts receivables which replace inventory and
account receivables with less value. The replacement lien on the
future account receivables will be increased steadily month by
month. The secured lenders will also be adequately protected by the
preservation of Debtor's business going concern and the business
plan to increase manufacturing and sales accordingly.
The Debtor's ability to use cash collateral pursuant to the Interim
Order will end on the earliest of: (i) entry of the Final Order,
(ii) 45 days following entry of the Interim Order if no Final
Hearing is held or if a Final Order is not entered by such date,
(iii) the effective date of a confirmed plan of reorganization in
the chapter 11 cases, (iv) the closing of a sale of all or
substantially all assets of the Debtors.
A copy of the motion and the Debtor's budget is available at
https://urlcurt.com/u?l=0WSoVa from PacerMonitor.com.
About Gur-Meat Inc.
Gur-Meat Inc. is engaged in the business of processing meat
products and the selling of pre-packaged food products to fast food
restaurants and other constituents of the food industry since March
2009.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-01914) on June 23,
2023. In the petition signed by Mariely Ramos Rojas, president, the
Debtor disclosed $292,906 in assets and $3,598,904 in liabilities.
Judge Maria De Los Angeles Gonzalez oversees the case.
Javier Vilarino, Esq., at Villarino and Associates, represents the
Debtor as legal counsel.
HARVEY & DAUGHTERS: Case Summary & Seven Unsecured Creditors
------------------------------------------------------------
Debtor: Harvey & Daughters, Inc.
The Harvey Agency
1014 W. 36th St.
Ste 208
Baltimore MD 21211
Business Description: The Harvey Agency is a branding and design
firm providing clients with breakthrough
creative and a comprehensive list of
services including web design and
development, packaging design, and print.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
District of Maryland
Case No.: 23-14616
Judge: Hon. David E Rice
Debtor's Counsel: Daniel Staeven, Esq.
FROST LAW
839 Bestgage Drive Suite 400
Annapolis MD 21401
Tel: 410-497-5947
Email: ann.jordan@frosttaxlaw.com
Total Assets: $162,862
Total Liabilities: $1,204,075
The petition was signed by Matthew McDermott as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IAK6ZJQ/Harvey__Daughters_Inc__mdbke-23-14616__0001.0.pdf?mcid=tGE4TAMA
HDRMP LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: HDRMP, LLC
55 Goldworth Rd
Villa Rica, GA 30180
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-10775
Debtor's Counsel: Leslie Pineyro, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Fax: 404-564-9301
Email: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James W. Davis, III as manager.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EY2EPYQ/HDRMP_LLC__ganbke-23-10775__0001.0.pdf?mcid=tGE4TAMA
HELIUS MEDICAL: Signs $1.95M Sales Agreement With Roth Capital
--------------------------------------------------------------
Helius Medical Technologies, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that it entered into a
Sales Agreement with Roth Capital Partners, LLC, as agent.
Pursuant to the Sales Agreement, the Company may offer and sell up
to $1.95 million in shares of Class A common stock, par value
$0.001 per share, from time to time through the Sales Agent. The
Company is also filing a prospectus supplement with the SEC in
connection with the offering of the Shares for aggregate gross sale
proceeds of up to $1.95 million under the Company's Registration
Statement on Form S-3, which became effective on May 26, 2023. Any
Shares offered and sold in the Offering will be issued pursuant to
such Registration Statement.
Upon delivery of a placement notice based on the Company's
instructions and subject to the terms and conditions of the Sales
Agreement, the Sales Agent may sell the Shares by methods deemed to
be an "at the market offering" as defined in Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended, including
sales made directly on or through The Nasdaq Capital Market, on any
other existing trading market for the Company's Class A common
stock, in negotiated transactions at market prices prevailing at
the time of sale or at prices related to such prevailing market
prices, or by any other method permitted by law, including
negotiated transactions, subject to the prior written consent of
the Company.
Subject to the terms and conditions of the Sales Agreement, the
Company is not obligated to make any sales of Shares under the
Agreement. The Company or the Sales Agent may suspend or terminate
the offering of Shares upon notice to the other party, subject to
certain conditions. The Sales Agent will act as sales agent
consistent with its normal trading and sales practices and
applicable state and federal law, rules and regulations and the
rules of Nasdaq.
The Company has agreed to pay the Sales Agent commissions for its
services of acting as agent of 3.0% of the gross proceeds from the
sale of the Shares pursuant to the Sales Agreement. The Sales
Agreement contains representations and warranties and covenants
that are customary for transactions of this type. The Company has
also agreed to provide the Sales Agent with customary
indemnification rights.
About Helius Medical
Helius Medical Technologies, Inc. -- http://www.heliusmedical.com
-- is a neurotech company focused on neurological wellness. Its
purpose is to develop, license or acquire non-invasive technologies
targeted at reducing symptoms of neurological disease or trauma.
Helius Medical reported a net loss of $14.07 million for the year
ended Dec. 31, 2022, compared to a net loss of $18.13 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $13.75 million in total assets, $7.69 million in total
liabilities, and $6.07 million in total stockholders' equity.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 9, 2023, citing that the Company has recurring
losses from operations, an accumulated deficit, expects to incur
losses for the foreseeable future and requires additional working
capital. These are the reasons that raise substantial doubt about
their ability to continue as a going concern.
HEXION INC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Hexion
Inc.
S&P said, "We affirmed our 'B-' issue-level rating on the company's
first-lien senior secured term loan. Our '3' recovery rating on the
term loan is unchanged. We also affirmed our 'CCC+' issue-level
rating on the company's second-lien senior secured term loan. Our
'5' recovery rating on the term loan is unchanged.
"The outlook remains stable reflecting our expectation that the
company will maintain credit metrics appropriate for the current
rating despite generating modestly negative free cash flow in 2023.
It also reflects our expectation that the company will maintain
adequate liquidity over the next 12 months."
S&P expects Hexion's debt leverage will remain elevated in 2023.
Hexion's pro forma credit metrics have been elevated since its
debt-funded acquisition by American Securities. The company's S&P
Global Ratings-adjusted debt to EBITDA on pro forma basis was
higher than 7.0x at the end of 2022 and is expected to remain
around that level in 2023 given continued softness in the company's
key cyclical end markets affecting volumes, while margins gradually
improve. S&P does not anticipate significant deleveraging in the
near term given the expectation of aggressive financial policies
linked with financial sponsor ownership.
S&P said, "In our base-case scenario, we expect the company to
maintain adequate liquidity while cash flows and interest coverage
metrics remain pressured due to high debt servicing costs.
"We expect cash interest expenses to remain high in the next two
years given the currently elevated benchmark interest rates and the
company's largely floating rate debt structure. We note that the
company partially mitigates against rising interest rates via
interest rate caps that are currently in place on a majority of
floating-rate debt until June 2024. We expect the company to
generate modestly negative free cash flow and have a pressured
EBITDA interest coverage ratio in the next 12 months. We also note
the under its ABL facility, the company is subject to a springing
fixed charge coverage covenant, which we do not expect to spring in
the next 12 months and expect adequate EBITDA cushion under the
covenant throughout 2023. We anticipate the company will continue
to maintain adequate liquidity.
"Our assessment of Hexion's business risk incorporates its exposure
to diversified but cyclical end markets, a highly competitive
operating environment, and its ability to pass on volatile raw
material costs."
Hexion's cyclical end markets include new home construction, repair
and modeling, furniture, industrial and energy. Amid a period of
economic weakness and slower consumer spending on durable goods,
demand in such end markets has remained soft thus far in 2023 as
compared to levels immediately after the pandemic. The company is
also exposed to volatile costs for key inputs such as methanol and
urea, but mitigates this exposure by having a significant portion
of sales through contracts that allow it to pass through input
costs. In 2022, the company executed some favorable contract
renegotiations which we expect to have a positive impact on
near-term margins. However, Hexion has average profitability among
specialty chemical producers, with S&P Global Ratings-adjusted
EBITDA margin for 2023 expected to be in the low-teen percentage
area. S&P believes the company operates in a competitive market and
is somewhat constrained in its pricing capabilities, which affects
profitability. Partially offsetting some of these weaknesses are
Hexion's solid geographic footprint and customer diversity—it
generates around half of its revenues outside the U.S.
S&P anticipates EBITDA margin to improve in 2023 on account of
better pricing and moderation in input costs.
S&P said, "After considerable growth in pro forma revenues in 2022
on account of higher pricing to pass on heightened raw material
costs, we expect lower revenues in 2023 due to the contractual
pass-through of moderating input costs as well as continued
softness in end-market demand. We expect this to be partially
offset by the full-year impact of contract renegotiations executed
in mid-2022 in the adhesives segment. At the same time, we expect
EBITDA margin will improve in 2023 due to these renewed contracts,
lower overall input costs, and the lapping of some turnaround costs
last year, but remain in the low- to midteen percentage range going
forward with gradual improvements.
"The stable outlook on the rating reflects our expectation that
Hexion will maintain S&P Global Ratings-adjusted weighted-average
debt to EBITDA between 6.5x-7.5x. While demand in key cyclical end
markets remains soft compared with the post-pandemic rebound of
preceding years, we expect EBITDA margin to improve over the next
12 months on account of moderating raw material costs and contract
renegotiations executed in 2022.
"We expect the company will maintain adequate liquidity in the next
12 months despite a modest level of negative free cash flows and
pressured interest coverage ratios. In our base-case scenario, we
assume no material increases in debt to fund acquisitions. We also
assume that the company will not pursue any debt exchange or
repurchase which we view as distressed in the next 12 months.
"We could take a negative rating action in the next 12 months if
earnings are lower than projected such that leverage metrics are
weaker than expected. In such a scenario, we would expect S&P
Global Ratings-adjusted weighted-average debt to EBITDA to approach
the high-single-digit range. This could occur if demand in key end
markets is weaker than expected because of prolonged softness in
new housing builds and lower repair and remodeling spending, or if
the company's margins are pressured due to competitive or
inflationary headwinds and the company is unable to maintain
favorable pricing. We could also consider a negative rating action
if consistently negative free cash flows constrain liquidity, or if
we believe the company may breach covenants. We could also take a
negative rating action if the company pursues a debt exchange or
repurchase which we view as distressed.
"We could take a positive rating action on Hexion in the next 12
months if earnings are stronger than expected due to better margins
or a stronger end-market demand, such that debt to EBITDA is
approaching 6.0x consistently. We would also consider the track
record of the company under the current financial sponsors with
regard to maintaining adequate liquidity. We would also expect the
company to maintain ample EBITDA cushion under the springing
financial covenant."
ESG credit indicators: E-2, S-3, G-3
Social factors are a moderately negative consideration in S&P's
credit analysis of Hexion Inc. The company's exposure to
formaldehyde could result in some vulnerability to greater
regulatory or customer scrutiny.
Governance factors are also a moderately negative consideration in
S&P's analysis given S&P's view financial sponsor-owned companies
with aggressive or highly leveraged financial risk profiles as
demonstrating corporate decision making that prioritizes interests
of controlling owners, typically with finite holding periods and a
focus on maximizing shareholder returns.
HITSON CABINET: Wins Cash Collateral Access Thru Aug 1
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, authorized Hitson Cabinet Designs, Inc. to use
cash collateral of up to $6,000 on an interim basis in accordance
with the budget.
The Court said the Debtor cannot withdraw funds from or use as a
DIP account the Southeast Bank savings account serving as
collateral for the Debtor's loan from SouthEast Bank.
The Debtor requires the use of cash collateral to pay monthly
operating expenses.
Prior to the commencement of the case, the Debtor experienced
cash-flow issues which led to it being unable to complete projects
timely and the filing of the involuntary Chapter 7 petition against
it by customers with work-in-progress.
The Debtor has terminated all of its W2 employees and ceased
operations while negotiating an asset-purchase agreement with a
potential buyer. The Debtor anticipates the buyer will resume full
operation of the company and the assumption of the completion of
some of the current work in progress.
The Debtor entered into Credit Agreements in 2016, which have been
amended from time to time, and certain other documents and
agreements related thereto, including, without limitation, security
agreements and financing statements, with the predecessor in
interest to Builtwell Bank, being First Volunteer Bank. Pursuant to
the Loan Documents, Builtwell Bank agreed to make loans and
advances to the Debtor, subject to and upon the terms and
conditions contained therein.
The total amount owed to Builtwell on three different loans or
lines of credit is estimated to be approximately $410,000.
The Debtor also entered into Credit Agreements with the Small
Business Administration. The SBA has filed a UCC financing
statement with the Coweta County Clerk of Superior Court, filing
no. 038-2020- 073269 on August 11, 2020. The total amount the
Debtor owes to the SBA is approximately $538,290.
The Debtor also entered into Credit Agreements with SouthEast Bank.
The Debtor believes it granted SouthEast Bank a security interest
in all deposit accounts held at Southeast Bank. The total amount
owed to SouthEast Bank is approximately $199,000.
A copy of the motion is available at https://urlcurt.com/u?l=bbR9JH
from PacerMonitor.com.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=fl7vn3 from PacerMonitor.com.
The Debtor projects $5,013 in total expenses.
About Hitson Cabinet
Hitson Cabinet Design, Inc., designs and builds custom cabinetry
and interior trim. The Debtor filed a Chapter 11 petition (Bankr.
E.D. Tenn. Case No. 23-10860) on April 14, 2023.
The Hon. Shelley D. Rucker oversees the case.
Amanda M. Stofan, Esq., at FARINASH & STOFAN, represents the Debtor
as legal counsel.
HOWARD MIDSTREAM: S&P Assigns 'B+' Rating on New Unsecured Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Howard
Midstream Energy Partners LLC's (HEP) proposed senior unsecured
notes. The recovery rating on the notes is '5' (rounded recovery
estimate: 20%). The company intends to use the proceeds to repay
the outstanding borrowings on its revolving credit facility (RCF).
At the same time, the company intends to amend its RCF (unrated)
and extend the maturity to December 2026.
HEP is a midstream energy company that owns and operates natural
gas and gathering and transportation pipelines, natural gas
processing plants, liquid storage terminals, and other related
midstream assets in Texas, New Mexico, Oklahoma, Pennsylvania, and
Mexico. HEP is owned and operated by affiliates of AIMCo (93%) and
management and private investors (7%).
HTG MOLECULAR: Court Denies Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has denied
the request of HTG Molecular Diagnostics, Inc. for authority to use
cash collateral on a final basis.
"Motion denied," the Court said at Wednesday's hearing. Counsel
has been directed to submit a revised order.
The Court previously permitted the Debtor to use cash collateral in
the maximum amount of $882,098 on an interim basis in accordance
with the budget, through the date of the final hearing set for June
28 at 10:30 a.m.
Silicon Valley Bank, a Division of First-Citizens Bank & Trust
Company, objected to final approval of the Debtor's request.
The Debtor requires the use of cash collateral to continue
operations, fund payroll and operating expenses, and administer and
preserve the value of its estate pending the Final Hearing.
As previously reported by the Troubled Company Reporter, on June
24, 2020, the Debtor entered into the Term Loan and Security
Agreement with Silicon Valley Bank for 10 million. The Term Loan
was secured by certain of the Debtor's personal property.
On July 7, 2022, the Debtor and SVB entered into a First Amendment
to the Term Loan, whereby the Debtor made a pre-payment of $2.5
million.
On September 8, 2022, the Debtor and SVB entered into a Second
Amendment to the Term Loan whereby SVB agreed to proportionately
reduce each of the Debtor's subsequent Term Loan payments.
HTG's only secured debt consists of a secured term loan from
Silicon Valley Bank with a current balance of $2.687 million, which
includes an $800,000 final fee premium. After SVB's failure, the
Debtor is advised that First Citizens Bank owns the loan. The loan
is secured by all of the company assets with the exception of the
company's intellectual property.
HTG's assets consist principally of (a) cash and cash equivalents
in the amount of $2.779 million, (b) inventory with a net value of
$792,383, (d) accounts receivable from customers and others in the
amount of $273,586, (e) prepaid expenses and vendor deposits in the
amount of $1.5 million, (f) operating lease right-of-use assets in
the amount of $892,685, and (g) property and equipment in the
amount of $488,241. In addition, its valuable intellectual property
rights are impossible to precisely value.
The Debtor estimates that its outstanding unsecured debt totals
approximately $6.5 million.
In the prior interim order, the Court said as adequate protection,
SVB is granted continuing, valid, binding, enforceable,
non-avoidable, and automatically and properly perfected
postpetition security interests in and liens on all prepetition and
postpetition tangible and intangible property and assets, whether
real or personal of the Debtor. SVB is also granted an allowed
superpriority administrative expense claim in the Chapter 11 Case
and any successor cases.
A copy of the interim order is available at
https://urlcurt.com/u?l=O8CUAe from PacerMonitor.com.
About HTG Molecular Diagnostics, Inc.
HTG Molecular Diagnostics, Inc. is a commercial-stage company that
develops and markets a technology platform to facilitate the
routine use of complex molecular profiling. The Tucson,
Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which
is comprised of instrumentation, consumables and software
analytics, automates the molecular profiling of genes and gene
activity.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023.
In the petition signed by Shaun McMeans, senior vice president and
chief financial officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Kate Sickles oversees the case.
Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, represents
the Debtor as legal counsel.
Silicon Valley Bank, as lender, is represented by Alex Rheaume,
Esq., at Morrison & Foerster LLP.
HUMAN HOUSING: Trustee Taps Howe Residential as Real Estate Broker
------------------------------------------------------------------
Elizabeth Woodward, the trustee appointed in the Chapter 11 case of
Human Housing Henrietta Hyatt, LLC, seeks approval from the U.S.
Bankruptcy Court for the Western District of Kentucky to employ
Howe Residential LLC as her real estate broker.
The broker will assist with the Trustee's obligation to sell the
Debtor's real estate properties.
The broker's services include:
a. marketing the sale of the properties;
b. assisting in the evaluation of proposals received from
potential buyers, and any subsequent negotiations relating
thereto;
c. assisting with the closing the sale transactions for the
properties; and
d. performing any and all other services necessary and/or
appurtenant to the sale of the properties.
Howe will receive a sales commission in the amount of 6 percent of
a property's sale price due at closing,
As disclosed in the court filings, Howe Residential is a
"disinterested person" as defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Scott Howe
Howe Residential, LLC
1700 Marinas Edge Way, Suite 715
Louisville, KY 40206.
Phone: (502) 890-4475
Email: info@HOWEre.com
About Human Housing Henrietta Hyatt
Human Housing Henrietta Hyatt, LLC, a company in Louisville, Ky.,
sought protection for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Ky. Case No. 22-30060) on Jan. 17, 2022. In the
petition signed by Paulette Long, member and manager, the Debtor
listed up to $863,930 in total assets and $1,149,889 in total
liabilities.
Judge Alan C. Stout oversees the case.
James F. Guilfoyle, Esq., at Guilfoyle Law Office, LLP serves as
the Debtor's legal counsel.
Elizabeth Woodward, the Chapter 11 trustee appointed in the case,
is represented by Gray Ice Higdon, PLLC.
HUMPHREY LAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Humphrey Land Trust utd 4/1/21
13266 Byrd Street #447
Odessa FL 33556
Type of Debtor: Business Trust
Chapter 11 Petition Date: June 29, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-02739
Debtor's Counsel: Sherrill Mickey, Esq.
13266 Byrd Street #447
Odessa FL 33556
Tel: 813 481 0466
Email: propertymanager@primeassetfund.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sherill Mickey as authorized
representative.
The Debtor listed Grand Reserve Condominium Association at Tampa,
Inc., as its only unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NLFBBJY/Humphrey_Land_Trust_utd_4121__flmbke-23-02739__0001.0.pdf?mcid=tGE4TAMA
IMEDIA BRANDS: July 6 Deadline Set for Panel Questionnaires
-----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of ValueVision Media
Acquisitions, Inc. (IMedia Brands, Inc.), et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/2p95ha2r and return by email it to
Richard Schepacarter -- Richard.Schepacarter@usdoj.gov -- at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., on July 6, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About iMedia Brands
iMedia Brands, Inc. is an interactive, global media company that
offers, manages, and markets merchandise, including men's and
women's accessories and apparel, under owned and third-party brands
through various entertainment, e-commerce, and digital service
platforms.
iMedia Brands and 11 of its affiliates filed for bankruptcy
protection on June 28, 2023 (Bankr. D. Del., Lead Case No.
23-10852). The petitions were signed by James Alt as chief
transformation
officer.
The Debtors reported as of April 29, 2023, total assets of
$272,596,462 and total liabilities of $373,713,748.
Ropes & Gray LLP serves as the Debtor's general bankruptcy counsel
and Pachulski Stang Ziehl & Jones LLP serves as co-bankruptcy
counsel. Huron Consulting Services LLC acts as the Debtors'
financial advisor; Lincoln Partners Advisors LLC is the Debtors'
investment banker' and Stretto Inc. is the Debtors' notice and
claims agent.
INMAR INC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings revised its liquidity assessment on Inmar Inc.
to adequate from weak and affirmed all ratings, including the 'B-'
issuer credit rating.
The stable outlook reflects S&P's expectation that Inmar will
increase revenue and EBITDA in 2023 and sustain free operating cash
flow (FOCF) to debt in the 2%-5% area.
S&P said, "We revised our liquidity assessment after the company
successfully completed its refinancing transaction. We now forecast
liquidity sources will exceed uses by at least 1.2x over the next
12 months and net sources will remain positive even with more than
a 15% decline in forecasted EBITDA.
"We believe the company has a sound relationship with banks as
characterized by its recent ability to amend its credit agreement
to extend the maturities on its revolving credit facility and
first-lien term loan by two years to 2026 from 2024. The company
was also able to upsize its $75 million revolving credit facility
to $100 million."
Principal Liquidity Sources:
-- $17.9 million cash as of March 31, 2023;
-- $24.4 million availability under the company's $100 million
revolving credit facility due 2026; and
-- Forecasted funds from operations (FFO) of $60 million to $70
million over the next 12 months.
Principal Liquidity Uses:
-- Approximately $9.5 million in annual debt amortization
payments;
-- $35 million-$40 million capital expenditures over the next 12
months, including capitalized software development costs; and
-- Modest working capital requirement over the next twelve
months.
Inmar is subject to a springing maximum first-lien net leverage
ratio covenant of 6.7x if borrowings on the revolving credit
facility exceed 35% of the total commitment. S&P expects the
company to maintain adequate covenant headroom over the next 12
months.
The stable outlook reflects an improved debt maturity profile and
our expectation that Inmar will increase revenue and EBITDA in 2023
and sustain FOCF to debt in the 2%-5% area.
ESG Credit Indicators: E-2; S-2; G-3.
S&P said, "ESG factors have an overall negligible influence on our
ratings for Inmar. Governance factors are a moderately negative
consideration in our credit rating analysis of the company, as is
the case for most rated entities owned by private-equity sponsors.
We believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
INTUITION CONSULTING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: The Intuition Consulting Firm, LLC
756 West Peachtree Street
4th Floor
Atlanta, GA 30308
Business Description: Authentique Agency is an integrated
marketing agency.
Chapter 11 Petition Date: June 29, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-56107
Judge: Hon. Paul W Bonapfel
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roy L. Broderick Jr., as sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/244E3YI/The_Intuition_Consulting_Firm__ganbke-23-56107__0001.0.pdf?mcid=tGE4TAMA
IVY CAPITAL: Hires Silver Voit & Garrett as Bankruptcy Counsel
--------------------------------------------------------------
Ivy Capital Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Alabama to hire Silver, Voit,
Garrett & Watkins, P.C. to handle its Chapter 11 case.
The firm will be paid at these rates:
Irving Silver $425 per hour
Lawrence B. Voit $425 per hour
Alexandra K. Garett $375 per hour
Jason R. Watkins $375 per hour
Olga Clock, Paralegal $105 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
The Debtor paid the firm a retainer of $8,500.
Alexandra Garett, Esq., a partner at Silver Voit & Garrett,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Alexandra K. Garett, Esq.
Jason R. Watkins, Esq.
Silver Voit & Garrett, Attorneys at Law, P.C.
4317-A Midmost Dr.
Mobile, AL 36609-5589
Tel: (251) 343-0800
Fax: (251) 251-343-0800
Email: agarrett@silvervoit.com
jwatkins@silvervoit.com
About Ivy Capital Group
Ivy Capital Group, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 23-11339) on
June 13, 2023, listing $500,001 to $1 million in assets and
$100,001 to $500,000 in liabilities.
Judge Henry A Callaway oversees the case.
Alexandra K. Garrett, Esq. at Silver, Voit & Garrett represents the
Debtor as counsel.
JHW ALPHIA: S&P Upgrades ICR to 'B', Outlook Stable
---------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
JHW Alphia Holdings Inc. (Alphia) to 'B' from 'B-'. S&P also raised
its issue-level rating on the company's secured first-lien credit
facilities to 'B+' from 'B-'. S&P revised the recovery rating
upward on this debt to '2' from '3', reflecting its expectation of
a substantial (70%-90%; rounded estimate: 85%) recovery in the
event of a default. The higher recovery rating reflects its
increase in our enterprise value (EV) at emergence due to the
company's profit improvement.
The stable outlook reflects S&P's expectation for sustained
profitability and cash flow improvement, and leverage maintained
under 7x over the next 12 months.
The upgrade reflects Alphia's sustained performance improvements
following the remediation of its ERP system implementation
challenges.
The company reported net sales of about $235 million during first
quarter of fiscal 2023, a 3% year-over-year increase compared to
the same prior-year period. The company's growth in sales was
driven by its improved cost visibility following the remediation of
ERP system implementation challenges. The new ERP system has
allowed Alphia to better manage its customer contracts and
procurement strategy. This marked the company's fifth consecutive
quarter of year-over-year sales growth. Demand has slowed recently
as retailers returned to normal patterns of purchasing, reducing
safety stock levels due to supply chain improvements, and over
concerns for a potential recession. However, Alphia has onboarded
new business wins, which we expect will drive higher volume
starting in the second half of fiscal 2023.
Alphia's net sales of over $1 billion and its S&P Global
Ratings-adjusted EBITDA of about $114 million for the 12-months
ended March 31, 2023, are a historical high for the company. S&P
said, "We estimate its S&P Global Ratings-adjusted leverage at
about 4.5x for the 12-months ended March 31, 2023, including our
treatment of approximately $200 million of preferred stock as debt.
Alphia's S&P Global Ratings-adjusted leverage has historically been
in the high single-digit multiples. While we acknowledge the risk
of a re-leveraging event given the company's financial sponsor
ownership and acquisition strategy, we believe Alphia's recent
operational improvements provide greater financial cushion to
withstand incremental debt or a slowdown in profitability
improvements."
Favorable industry dynamics and the company's improved operating
efficiency support long-term earnings growth.
S&P said, "We expect industry dynamics to be favorable and support
earnings growth and cash flow generation. We believe Alphia is well
positioned to benefit from some of its competitors' production
capacity reductions. The company has already spent capital to
expand its production capacity and should be able to capture some
of the estimated 800 million pounds of production that competitors
are discontinuing. It plans to add about 240 million pounds of
incremental production capacity over the near term, with about 60
million pounds coming online in 2023. Moreover, the company is
realizing the benefit of its new ERP system, which allows it to
better manage its procurement strategy, resulting in improved
profitability. As a result, we expect Alphia will continue to
generate S&P Global Ratings-adjusted EBITDA margins in the low
double-digit percent, compared to its historical high single-digit
percent EBITA margins. We believe Alphia's capacity expansion and
improved profitability will help it sustain healthy earnings
growth."
The company's free operating cash flow (FOCF) generation and
liquidity have significantly improved.
Despite recent volume softness, Alphia generated approximately $14
million of FOCF during the first quarter of fiscal 2023, compared
to about $50 million of operating cash use during the same
prior-year period. The company generated about $30 million of FOCF
during the second half of fiscal 2022. As a result, the company has
not needed to draw on its revolver to fund business cash needs.
Given its profitability improvements, we forecast Alphia will
generate about $50 million of FOCF during fiscal 2023. On top of
its roughly $50 million of cash on hand as of March 31, 2023, we
expect it to maintain full availability on its $40 million
revolver. This represents a significant liquidity cushion relative
to approximately $2.9 million of debt amortization, $15 million of
peak working capital needs, and $25 million of capital expenditures
expected over the next 12 months.
The stable outlook reflects S&P's expectation for sustained
profitability and cash flow improvement, and leverage maintained
under 7x over the next 12 months.
S&P could lower its ratings on Alphia if the company:
-- Does not sustain positive cash flow generation or adopts more
aggressive financial policies, including funding large,
debt-financed acquisitions or dividends; or
-- Experiences significant volume declines due to lower consumer
demand or the loss of large customers; or
-- Suffers operating issues that cause earnings and cash flow to
degrade significantly.
Although unlikely within the next 12 months, S&P could raise its
ratings if the company:
-- Continues to generate organic revenue and earnings growth; and
-- Commits to more conservative financial policies such that it
sustains S&P Global Ratings-adjusted leverage below 5x, inclusive
of its treatment of preferred shares as debt.
ESG credit indicators: E-2, S-2, G-3
KJ TRADE: Gets Approval to Hire The Walton Firm as Special Counsel
------------------------------------------------------------------
KJ Trade Ltd Inc. received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire The Walton Firm, LLC
as its special counsel.
The firm will represent the Debtor in tax matters, including the
Internal Revenue Service's audit of the Debtor's 2018, 2019 and
2020 tax returns.
Walton will be paid at these rates:
Attorneys $350 per hour
Legal Assistants $100 per hour
The firm holds a pre-bankruptcy retainer of $6,797.
As disclosed in court filings, Walton is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Josie Harris-Walton, Esq.
The Walton Firm, LLC
2900 Chamblee Tucker Road Building 6
Atlanta, GA 30341
Phone: 678-977-7080
Email: josiewalton@thewaltonfirm.com
About KJ Trade Ltd
KJ Trade Ltd, Inc. is an affordable, luxury lifestyle women's
swimwear e-commerce brand doing business as Matte Collection.
KJ Trade Ltd sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51681) on Feb. 21,
2023. In the petition signed by its chief executive officer,
Justinz Wilkerson, the Debtor disclosed up to $500,000 in assets
and up to $10 million in liabilities.
Judge Jeffery W. Cavender oversees the case.
The Debtor tapped Leslie M. Pineyro, Esq., at Jones & Waldern, LLC
as bankruptcy counsel; The Law Offices of Bruce S. Harvey and The
Walton Firm, LLC as special counsels; and Accounting & Tax Advisory
Group, PC as accountant.
LA SALLE UNIVERSITY: S&P Lowers Revenue Debt Rating to 'BB-'
------------------------------------------------------------
S&P Global Ratings lowered its rating on Philadelphia Industrial
Development Authority's and Pennsylvania Higher Educational
Facilities Authority's revenue debt, issued for La Salle
University, one notch to 'BB-' from 'BB'. The outlook is stable.
The rating action reflects S&P's view of the university's continued
significant full-time-equivalent (FTE) enrollment decreases in fall
2022 with expectations of further decreases in fall 2023, weakening
demand metrics, and persistent full-accrual operating deficits.
"We could revise the outlook to negative or lower the rating
further if enrollment were to continue to decrease beyond expected
levels for fall 2023, if cash and investments were to decrease
materially, or if management turnover were to continue," said S&P
Global Ratings credit analyst Nick Breeding. "We could revise the
outlook to positive or raise the rating if enrollment and demand
were to improve, if full-accrual operating margins were to improve
to breakeven levels, or if financial resource ratios were to
improve."
The stable outlook reflects S&P Global Ratings' expectation that
cash and investments will likely remain relatively consistent as
management continues expense reductions; in addition, it does not
currently have any additional debt plans within the two-year
outlook. S&P also expects that management may now have stabilized
following recent turnover and that this will assist the university
when developing and implementing its next strategic plan following
the conclusion of its most-recent plan in 2022.
S&P said, "We have analyzed environmental, social, and governance
(ESG) credit factors pertaining to La Salle's market position,
management and governance, and financial performance.
Health-and-safety risks, which we consider a social risk, have
largely abated following COVID-19; therefore, we view them as
neutral in our credit-rating analysis. We think the university is
greatly affected by demographic pressure, which we view as an
elevated social risk, with a lower number of graduating high school
students in Pennsylvania expected for the next several years; this
could weaken enrollment pressure. Furthermore, the university has a
history of turnover among its senior management team, which we
consider above average compared with sector peers; therefore, we
view governance risk as elevated. In our opinion, La Salle's short-
and long-range strategic and budget planning initiatives would
benefit from stability in key leadership roles. We view La Salle's
environmental credit factors as neutral in our credit-rating
analysis."
As of May 31, 2022, La Salle's total debt is $119.4 million,
including $80.9 million of fixed-rate series 2012 bonds and $38.1
million of fixed-rate series 2017 bonds, as well as $305,536 of
lease liabilities remaining. La Salle's general-obligation pledge
secures this debt. Management reports it does not have additional
debt plans during the two-year outlook.
LAKE DISTRICT: August 3 Disclosure Statement Hearing Set
--------------------------------------------------------
Judge Jennie D. Latta will convene on August 3, 2023, at 10:15
a.m., at 200 Jefferson Avenue, Courtroom 645, Memphis, Tennessee
38103 a hearing to consider the approval of the disclosure
statement of the Lake District, LLC.
Judge Latta further ordered that July 29, 2023, is fixed as the
last day for filing and serving written objections to the
Disclosure Statement.
Plan of Reorganization
Under the Plan, Class 9 consists of all allowed General Unsecured
Non-Priority Claims including, but not limited to, pre-petition
trade creditors, unsecured creditors whose claims are listed in the
Debtor's schedules but are not listed as disputed, contingent, or
unliquidated and unsecured creditors who have filed proofs of claim
for which no objections have been filed. Class 9 claims aggregate
approximately $4,032,431.72, without prejudice to the Debtor's
right to object to any claim.
The Debtor will retain a real estate broker(s) to market and sell
all or part of the Property in pieces based on the entitlements
each parcel of land has obtained. As each parcel is sold, the
unsecured creditors will receive pro rata distributions from all
proceeds generated after paying closing costs and expenses and all
senior liens.
The Debtor shall retain the right to explore refinancing Romspen's
loan while it actively markets the Property. Class 9 is impaired.
Class 9 consists of the interests of the members of the Debtor.
Lake District Holdings TN, LLC, Lake District Holdings, LLC, and MG
Real Estate, LLC shall retain their membership interests in the
Reorganized Debtor. Class 10 is unimpaired.
On the Effective Date, the Debtor shall continue to operate its
business of operating the shopping center located on the Property.
As the occupancy rates and cash flow from the Property increase,
the Reorganized Debtor shall continue to explore the refinancing of
its secured debt, in whole or in part.
The Debtor shall retain the right to market and sell the assets of
the Reorganized Debtor during the term of the Plan. The term of the
Plan shall be twelve months from the Effective Date. The Debtor
will retain a real estate broker(s) to market all or part of the
Property and assist in the sale process.
The Debtor intends to market and sell the Property in separate
parcels based on the entitlements: (1) the three outparcels along
Canada Road; (2) the seven outparcels along U.S. Interstate. 40;
(3) 7.32 acres on the south side of Lake District Drive; (4) 7.7
Acres of Age Restricted Land; (5) 40.8 acres of single-family
residential land; (6) 26.7 acres of mixed-use land plus 2 acres
designated as office; and (7) the shopping center. The proposed
sales will not necessarily occur in this particular order. Selling
the Property in pieces will maximize the value to the Estate.
A full-text copy of the Disclosure Statement dated June 22, 2023 is
available at https://urlcurt.com/u?l=oFTtxD from PacerMonitor.com
at no charge.
A full-text copy of the order dated June 26, 2023 is available at
https://urlcurt.com/u?l=rflCcZ from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael P. Coury, Esq.
Ricky L. Hutchens, Esq.
Glankler Brown, PLLC
Suite 400, 6000 Poplar Avenue
Memphis, TN 38119
Tel: 901-576-1886
Email: mcoury@glankler.com
About The Lake District LLC
Lake District LLC is a retail and residential development in
Lakeland, Tenn.
Lake District LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24,
2023. In the petition filed by Yehuda Netanel, as manager, the
Debtor listed total assets of $80,244,507 and total liabilities of
$47,247,115.
The case is overseen by Honorable Bankruptcy Judge Jennie D.
Latta.
The Debtor is represented by Michael P. Coury, Esq., at GLANKLER
BROWN PLLC.
LEGACY CONSTRUCTION: Asset Sale Proceeds to Fund Plan
-----------------------------------------------------
Legacy Construction, Inc., d/b/a Legacy Custom Built, filed with
the U.S. bankruptcy Court for the Middle District of Florida a Plan
of Liquidation dated June 27, 2023.
The Debtor is a full-service commercial/residential subcontractor,
headquartered in Orlando, Florida. The Debtor's principal place of
business is located at 362 Commerce Way, Ste 120, Longwood, FL
32750.
This is a liquidating plan, so a liquidation analysis is not
necessary or appropriate, since creditors are receiving under this
Plan what they would receive in a hypothetical Chapter 7 case,
albeit with less administrative expenses.
Class 1 consists of the secured claim of DCA. This claim is secured
by a lien on the DCA Collateral. The DCA Secured Claim is
approximately $1,184,468.75. To the extent that the value of the
DCA Collateral is less than the amount of DCA's claim, such claim
shall be treated as an unsecured claim pursuant to Section 506 of
the Bankruptcy Code and is Impaired. In accordance with the
liquidation by the Liquidating Trustee, the Liquidating Trustee
will use her or his business judgment to liquidate and sell all
assets of the estate; and the proceeds from the DCA Collateral (if
any) shall be used to pay the DCA Secured Claim in full; and if the
proceeds from such sale are insufficient to pay DCA in full, then
the balance of DCA's claim shall be treated as a general unsecured
claim under Class 3.
Class 2 consists of the secured claim of the SBA. This claim is
secured by a lien on the SBA Collateral. The SBA secured claim is
approximately $150,000.00. To the extent that the value of the SBA
Collateral is less than the amount of the SBA's claim, such claim
shall be treated as an unsecured claim pursuant to Section 506 of
the Bankruptcy Code and is Impaired. In accordance with the
liquidation by the Liquidating Trustee, the Liquidating Trustee
will use her or his business judgment to liquidate and sell all
assets of the estate; and the proceeds from the SBA Collateral (if
any) shall be used to pay the SBA Secured Claim in full; and if the
proceeds from such sale are insufficient to pay the SBA Secured
Claim in full, then the balance of the SBA's claim shall be treated
as a general unsecured claim under Class 3.
Class 3 consists of all Allowed General Unsecured Claims. Class 3
will include all deficiency claims. In full satisfaction of the
Allowed Class 3 Claims, holders of such claims shall receive a pro
rata distribution of the Causes of Action, net of expenses, as more
fully discussed herein. Upon the Effective Date, all Causes of
Action will be deemed transferred into the Liquidating Trust.
Class 4 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Impaired. Class 4 interests shall be fully extinguished on the
Effective Date.
The Debtor shall continue to exist only for the purposes of
consummating the Plan and closing the Sale. After substantial
consummation of the Plan and closing of the Sale, the Debtor shall
be dissolved pursuant to Florida Law.
The Plan contemplates that the Debtor will continue to operate the
Debtor's business until closing of the Sale. The Liquidating Trust
will be responsible for all disbursements on account of Class 3 and
shall pay all U.S. Trustee fees in respect of such disbursements.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, and
cash on hand as of Confirmation shall be available for
Administrative Expenses.
A full-text copy of the Liquidating Plan dated June 27, 2023 is
available at https://urlcurt.com/u?l=IxlUBb from PacerMonitor.com
at no charge.
Counsel Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
E-mail: jacob@bransonlaw.com
About Legacy Construction
Legacy Construction Inc., doing business as Legacy Custom Built,
specializes in all forms of custom work, providing pre construction
and construction services including budgeting, architect selection,
design development and problem solving from beginning to end.
Legacy Construction filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-01157) on March 29, 2023, with total assets of $1,201,766 and
total liabilities of $2,170,351. Jerrett M. McConnell has been
appointed as Subchapter V trustee.
Judge Lori V. Vaughan oversees the case.
The Debtor is represented by Jeffrey S. Ainsworth, Esq., at
BransonLaw, PLLC.
LEXARIA BIOSCIENCE: Falls Short of Nasdaq Bid Price Requirement
---------------------------------------------------------------
Lexaria Bioscience Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it received a letter from
the listing qualifications department staff of The Nasdaq Stock
Market, indicating that the Company is not in compliance with the
$1.00 minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital
Market.
The Bid Price Deficiency Notice has no immediate effect on the
listing of the Company's common stock, and the Company's common
stock continues to trade on the Nasdaq Capital Market under the
symbol "LEXX."
In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company
has 180 calendar days from the date of the Bid Price Deficiency
Notice, or until Dec. 19, 2023, to regain compliance with respect
to the Bid Price Requirement. The Bid Price Deficiency Notice
states that to regain compliance with the Bid Price Requirement,
the closing bid price of the Company's common stock must meet or
exceed $1.00 per share for a minimum of ten consecutive business
days during the compliance period ending Dec. 19, 2023.
If the Company fails to regain compliance with the Bid Price
Requirement by Dec. 19, 2023, the Company may be eligible for an
additional 180-day compliance period to demonstrate compliance with
the Bid Price Requirement. To qualify, the Company will be
required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for
The Nasdaq Capital Market, with the exception of the Bid Price
Requirement, and will need to provide written notice to Nasdaq of
its intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary. If the
Company does not qualify for the second compliance period or fails
to regain compliance with the Bid Price Requirement during the
second 180-day period, Nasdaq will notify the Company of its
determination to delist the common stock, at which point the
Company would have an opportunity to appeal the delisting
determination to a Hearings Panel.
The Company intends to actively monitor the closing bid price of
the Company's common stock between now and Dec. 19, 2023 and may,
if appropriate, evaluate available options to resolve the
deficiency and regain compliance with the Bid Price Requirement.
While the Company is exercising diligent efforts to maintain the
listing of its common stock on Nasdaq, there can be no assurance
that the Company will be able to regain or maintain compliance with
Nasdaq listing standards.
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss and comprehensive loss of
$7.38 million for the year ended Aug. 31, 2022, a net loss and
comprehensive loss of $4.19 million for the year ended Aug. 31,
2021, a net loss and comprehensive loss of $4.08 million for the
year ended Aug. 31, 2020, and a net loss and comprehensive loss of
$4.16 million for the year ended Aug. 31, 2019. As of Feb. 28,
2023, the Company had $4.85 million in total assets, $223,131 in
total liabilities, and $4.63 million in total stockholders' equity.
LIFESIZE INC: Seeks to Hire FTI Consulting to Provide CROs
----------------------------------------------------------
Lifesize Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire FTI Consulting, Inc. and
designate Marc Bilbao and Michael Yoshimura as chief restructuring
officers.
FTI Professionals may provide the following services:
-- assist with preparation of voluntary petitions and exhibits
for each entity that may commence a case under chapter 11 of the
Bankruptcy Code;
-- prepare internal employee communications;
-- assist with preparation of 2nd day motions;
-- develop the Debtors' matrix of creditors;
-- negotiate with critical vendors to help maintain business
continuity;
-- respond to data requests from interested parties;
-- assist the Debtors in the development or refinement of a
13/26-week cash flow forecast and any associated
debtor-in-possession financing forecast;
-- provide the Debtors with strategic communication services
in connection with the overall restructuring;
-- advise the Debtors in other post-filing operational
activities including accounting cutoff and payment controls among
others;
-- assist with development of monthly operating reports and
any other necessary financial disclosures required in connection
with any chapter 11 cases for the Debtors;
-- identify accounting system capabilities for pre/post filing
cut off and on-going implementation of cut-off processes;
-- prepare Statements of Financial Affairs and Schedules of
Assets and Liabilities for each Debtor;
-- develop and monitor claims data base including analysis of
claims for accuracy, entity and classification;
-- assist with the development of emergence accounting
protocols and statement;
-- prepare external communications and press releases as they
relate to the Bankruptcy Case;
-- assist the Debtors' ongoing asset sales/ investment
process.
FTI's current standard hourly rates are as follows:
Senior Managing Directors $1,125 - $1,495
Directors / Senior Directors /
Managing Directors $835 - $1,055
Consultants/Senior Consultants $475 - $750
Administrative / Paraprofessionals $175 - $325
In addition, the firm will seek reimbursement for expenses
incurred.
FTI received an unapplied advance payment from the Debtors in the
amount of $50,000.
Mr. Bilbao, a senior managing director at FTI Consulting, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Marc Bilbao
FTI Consulting, Inc.
999 17th Street, Suite 700
Denver, CO 80202
Telephone: +1 612 417 1486
Email: marc.bilbao@fticonsulting.com
About Lifesize Inc.
Lifesize, Inc. is a cloud communications company in Laredo, Texas,
which offers contact center and video meeting solutions for
businesses.
Lifesize and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-50038) on
May 16, 2023. At the time of the filing, Lifesize reported $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel and FTI Consulting, Inc. as financial advisor. Kurtzman
Carson Consultants, LLC is the claims, noticing and solicitation
agent and administrative advisor.
LIFESIZE INC: Taps Piper Sandler & Co. as Investment Banker
-----------------------------------------------------------
Lifesize Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire Piper Sandler & Co. as its
investment banker.
The firm will render these services:
1) evaluate the Debtors' liquidity financing alternatives;
2) determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in connection
with a Transaction;
3) assist the Debtors in Transaction related activities,
including developing marketing materials, creating and maintaining
a data room and contact log, and initiating and managing contact
with interested buyers throughout the process;
4) assist the Debtors in planning for dialogue and
negotiations with creditors for a potential Transaction, including
with respect to the creditor due diligence process and negotiations
with the various creditor constituencies;
5) assist the Debtors and their other professionals in
reviewing the terms of any proposed Transaction (whether proposed
by the Debtors or by a third party), in responding thereto and, if
directed, in evaluating alternative proposals for a Transaction, as
applicable;
6) assist or participate in negotiations with the parties in
interest, including, without limitation, any current or prospective
creditors of, holders of equity in, or claimants against the
Debtors and/or their respective representatives in connection with
a Transaction; and
7) advise the Debtors with respect to, and attend, meetings of
the Debtors' Board of Directors, creditor groups and other
interested parties, as reasonably requested;
8) participate in hearings before the Court and provide
relevant testimony with respect to the matters described herein and
issues arising in connection with any proposed Plan; and
9) render such other investment banking services as may be
agreed upon by Piper Sandler and the Debtors.
The firm will be paid as follows:
a) Monthly Fee. Whether or not a Transaction is proposed or
consummated, a monthly fee of $125,000 per month. The Monthly Fee
is payable by the Debtors upon receipt of an invoice for the
corresponding month.
b) Transaction Fee. A fee of $1,750,000, payable upon the
consummation of any Transaction. For the avoidance of doubt, if the
Debtors are subject to multiple Transactions, only one Transaction
Fee will be payable.
c) New Capital Fee. A new capital fee equal to 2.5 percent of
the face amount of any new capital provided through any senior
secured Financing raised, including, without limitation, any
senior secured debtor-in-possession financing raised exclusive of
any pre-petition secured amounts that may be rolled up into any
such debtor-in-possession financing. The New Capital Fee will be
earned and payable upon the closing of the transaction by which the
new capital is committed. For the avoidance of doubt, (x) there may
be multiple New Capital Fees if there are multiple transactions by
which the new capital is committed and (y) the term "raised" will
include the amount committed or otherwise made available to the
Debtors whether or not such amount (or any portion thereof) is
drawn down at closing or is ever drawn down and whether or not such
amount (or any portion thereof) is used to refinance existing
obligations of the Debtors.
d) Expense Reimbursement. In addition to the fees described
above, the Debtors agree to reimburse Piper Sandler for all
reasonable expenses incurred during the engagement, including, but
not limited to, travel and lodging, research, data processing and
communication charges, regulatory and courier services and fees,
and reasonable fees and expenses of Piper Sandler's counsel
(without the requirement that the retention of such counsel be
approved by the Court) and other necessary expenditures, payable
upon rendition of invoices setting forth in reasonable detail the
nature and amount of such expenses.
Crediting
a) Commencing after 3 full Monthly Fees have been earned and
paid (excluding the initial Monthly Fee, if such fee was for less
than a full calendar month), 100 percent of the Monthly Fees
thereafter will be credited against any Transaction Fee (the
"Monthly Fee Credit"); provided that the Monthly Fee Credit will
not exceed the Transaction Fee.
b) Fifty percent of the New Capital Fee will be credited
against any Transaction Fee (the "New Capital Fee Credit");
provided that the New Capital Fee Credit will not exceed the
Transaction Fee.
As disclosed in the court filings, Piper Sandler is a
"disinterested person" within the meaning of Bankruptcy Code
section 101(14), as required by Bankruptcy Code section 327(a).
The firm can be reached through:
Joseph Denham
Piper Sandler & Co.
800 Nicollet Mall, Suite 900
Minneapolis, MN 55402
Phone: +1 212 205-1455
Email: joseph.denham@psc.com
About Lifesize Inc.
Lifesize, Inc. is a cloud communications company in Laredo, Texas,
which offers contact center and video meeting solutions for
businesses.
Lifesize and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-50038) on
May 16, 2023. At the time of the filing, Lifesize reported $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel and FTI Consulting, Inc. as financial advisor. Kurtzman
Carson Consultants, LLC is the claims, noticing and solicitation
agent and administrative advisor.
LORDSTOWN MOTORS: July 5 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Lordstown Motors
Corp., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/yc6xb4zy and return by email it to
Benjamin A. Hackman -- Benjamin.A.Hackman@usdoj.gov -- at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., on July 5, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Lordstown Motors
Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an
electric vehicle ("EV") OEM developing innovative light duty
commercial fleet vehicles, with the Endurance all electric pickup
truck as its first vehicle. Lordstown Motors has engineering,
research and development facilities in Farmington Hills, Michigan
and Irvine, California.
On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831).
The cases are pending before the Honorable Mary F. Walrath, and the
Debtors have requested joint administration of the cases under Case
No. 23-10831.
Jefferies is acting as financial advisor to the Company, and White
& Case LLP is acting as legal counsel. KCC is the claims agent.
LUCIRA HEALTH: Creditors Committee Asks Creditors to Reject Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lucira Health,
Inc., filed an objection and reservation of rights to the Debtor's
motion for entry of an order approving the disclosure statement on
an interim basis and granting related relief.
The Debtor is a medical technology company that develops and
markets infectious disease test kits for respiratory diseases,
including COVID-19 and influenza A and B viruses.
On February 9, 2021, Lucira closed its initial public offering of
10,350,000 shares of common stock at a price to the public of
$17.00 per share (the "Initial Public Offering"), which generated
net proceeds of $159.9 million (the "IPO Proceeds").
The Debtor alleges that difficulties related to the development and
commercialization of medical products led to its current state of
insolvency. Notably, the Debtor undertook significant spending
commitments to develop and commercialize its combined COVID-19 and
influenza test kit ("Combined Test Kit").
The Combined Test Kit did not receive its expected Emergency Use
Authorization ("EUA") from the Food and Drug Administration ("FDA")
in time for the 2022 to 2023 flu season. The Debtor alleges that
the delay in receiving the EUA materially reduced its anticipated
revenues and increased financial pressure on the Debtor that had
already resulted from decline in demand for its COVID-19 testing
products.
Prior to the Petition Date, despite other options, the Debtor made
the decision to use a substantial portion of its cash on hand to
voluntarily repay the entirety of its secured debt obligations.
Without access to capital, the Debtor failed to pay its ordinary
course obligations to vendors, essentially shuttered production,
and was forced into this Chapter 11 process just days before
receiving FDA approval of their new Combined Test Kit. The result
was an expedited post-petition marketing process and a fire sale to
Pfizer.
While the total purchase price was $36.4 million, the vast majority
of the sale proceeds were used to satisfy cure costs owed to
specific trade creditors. Only $5 million in cash was paid to the
Debtor's estate, which will first be used to pay professional fees
and retention bonuses, in addition to any remaining administrative
and priority claims. The Debtor expects only a minimal amount of
cash to be available to fund distributions to unsecured creditors.
As a result, it is now clear that the sale left behind a disfavored
class of unsecured creditors (i.e., those the buyer did not want to
continue doing business with) that were not paid through the
critical vendor program or satisfied in connection with the sale.
These creditors now face significant uncertainty of any meaningful
recovery. Despite the Committee's efforts to preserve additional
sources of value to fund distributions to those remaining unsecured
creditors, the Plan and Disclosure Statement seek to release these
estate claims for no consideration or value to creditors. This
Court should not conditionally approve the Disclosure Statement
unless the parties either reach a consensual resolution or
significant changes are made.
Indeed, the only assets that remain available to fund distributions
to unsecured creditors are potentially valuable claims and causes
of action (collectively, the "Claims") against, among others, the
Debtor's current and former directors, officers, other insiders,
professionals, and agents (the "Investigation Target Released
Parties"), which have been the subject of the Committee's ongoing
investigation (the "Investigation"). The Committee worked to
preserve the claims for the benefit of the Debtor's estate, and the
Debtor explicitly agreed to preserve them as part of the sale
process.
The Creditors Committee notes that despite this reality, the Debtor
has filed a Plan and Disclosure Statement that now seeks to
relinquish these potentially valuable causes of action for no value
by providing broad releases to the Investigation Target Released
Parties in return for no consideration.
The proposed releases, according to the Committee, are particularly
egregious and inappropriate because the Debtor, who conducted no
independent investigation or analysis of any potential claims and
causes of action against the Investigation Target Released Parties,
are on notice that the Committee believes, based on its
Investigation, that the Debtor's estate holds potentially valuable
claims against the Investigation Target Released Parties that could
provide a meaningful source of recovery for the remaining unsecured
creditor body.
In addition, to the extent the Committee is successful in narrowing
the Debtor's proposed releases and preserving these valuable Claims
for the benefit of the Liquidating Trust to pursue, the Plan
provides the Liquidating Trustee with the sole authority to pursue
any remaining claims. The Plan, however, currently provides the
Debtor with the power to unilaterally select the Liquidating
Trustee. Such provision cannot be permitted. In light of the
Debtor's obvious interest in protecting the Investigation Target
Released Parties, the Committee -- not the targets of the
Committee's Investigation -- should have the unilateral right to
select the Liquidating Trustee for the Liquidating Trust
established under the Plan. Any requirement to the contrary would
undoubtedly be akin to letting the fox guard the henhouse, allowing
blatant self-dealing by the Debtor, and to bury the remaining
assets of the Debtor's estate.
Although several of these issues can be considered "Plan issues",
absent modification of the Plan, the Committee believes that
solicitation would be a waste of estate resources because the Plan
is patently unconfirmable. As a result, the Committee requests
that the Disclosure Statement not be conditionally approved in its
current form, and the Motion be denied.
To the extent the Disclosure Statement is conditionally approved,
the Committee says clear and conspicuous language must be added to
the Disclosure Statement describing the valuable Claims being
released pursuant to the Plan and informing creditors that the
Committee: (i) does not support the Plan; (ii) does not believe the
proposed Plan is fair or confirmable; and (iii) recommends that
creditors vote against the Plan. To that end, the Committee
requests that the Court direct the Debtor to include in the Plan's
solicitation package a letter from the Committee conveying the
Committee's recommendation that unsecured creditors, the only
voting class on the Plan, vote to reject the Plan.
Counsel for the Official Committee of Unsecured Creditors:
Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
Jason S. Levin, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: emonzo@morrisjames.com
bkeilson@morrisjames.com
jlevin@morrisjames.com
- and -
Eric Chafetz, Esq.
Jordana Renert, Esq.
Erica G. Mannix, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
Facsimile: (212) 262-7402
E-mail: jrenert@lowenstein.com
echafetz@lowenstein.com
emannix@lowenstein.com
- and -
Michael A. Kaplan, Esq.
Colleen M. Restel, Esq.
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
Facsimile: (973) 597-2400
E-mail: mkaplan@lowenstein.com
crestel@lowenstein.com
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Brya Michele Keilson,
Esq.
LYLA LEE: Kevin O'Rourke Named Subchapter V Trustee
---------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Kevin O'Rourke as
Subchapter V trustee for Lyla Lee, LLC.
Mr. O'Rourke will be paid an hourly fee of $385 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. O'Rourke declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kevin O'Rourke
W. 421 Riverside Ave., Ste. 960
Spokane, WA 99201
Phone: 509-624-0159
Email: Kevin@SouthwellOrourke.com
About Lyla Lee
Lyla Lee, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11126) on June
16, 2023, with as much as $50,000 in assets and $50,001 to $100,000
in liabilities. Judge Timothy W. Dore oversees the case.
The Debtor is represented by Thomas D. Neeleman, Esq., at Neeleman
Law Group, P.C.
MANNINGTON MILLS: Moody's Cuts CFR to B2 & Secured Term Loan to B3
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Mannington
Mills, Inc., including the corporate family rating to B2 from B1,
probability of default rating to B2-PD from B1-PD and senior
secured term loan B rating to B3 from B1. The outlook remains
stable.
"The downgrade of the CFR reflects the decline in residential
volumes as consumers cut back on discretionary spending in the
home, resulting in continued downward pressure on Mannington Mills'
topline," stated Moody's Vice President-Senior Analyst Griselda
Bisono. "Although Moody's expect some improvement in profitability
over the next year as previous headwinds, including raw material
inflation and higher than normal freight costs have abated, the
company's credit metrics will remain weak relative to B1 rated
peers. In particular, interest coverage is expected to remain below
2.0x through 2024 due to a combination of low earnings and higher
interest cost due to the company's variable rate debt structure"
Bisono added.
The downgrade of the term loan reflects weakened recovery for that
class of debt, which now comprises a lower share of the overall
capital structure compared to 2019 when the term loan was initially
rated. The B3 rating of the company's $252 million term loan is one
notch below the CFR, despite the term loan's first lien on
substantially all assets not pledged to the revolver, because the
ABL has a first priority on the relatively more liquidity ABL
collateral, including accounts receivable, inventory, deposit
accounts and cash.
Governance considerations under Moody's ESG framework—including
financial strategy & risk management and management credibility and
track record—were key drivers of the rating action. Moody's has
revised Mannington Mills' governance issuer profile score (IPS) to
G-4 from G-3, and its credit impact score (CIS) to CIS-4 from CIS-3
given the company's history of operating at higher debt levels and
track record of not meeting its internal guidance.
The stable outlook reflects Moody's expectation that Mannington
Mills' operating performance will improve over the next 12 to 18
months as a result of lower input costs resulting in improved
credit metrics commensurate with its B2 rating. The stable outlook
also assumes maintenance of adequate liquidity with a priority
towards generating cash and paying down debt.
Downgrades:
Issuer: Mannington Mills, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Secured Term Loan B, Downgraded to B3 from B1
Outlook Actions:
Issuer: Mannington Mills, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Mannington Mills' B2 CFR is supported by sound fundamentals for
non-residential construction activity, representing roughly 50% of
the company's revenues. The non-residential end market still
benefits from strong backlogs and long lead times, which should
help offset continued volume declines across the company's
residential segment in 2023. The company also benefits from the
absence of near-term maturities and revolver availability, which
provides some financial flexibility. These factors are offset by
the inherent cyclicality of the residential new construction and
remodel end markets, which is accentuated by the highly
discretionary nature of flooring relative to other building
products. The rating is also constrained by the company's exposure
to variable rate debt, which will pressure interest coverage amid a
rising interest rate environment.
Moody's expects Mannington Mills' liquidity to remain adequate over
the next 12 to 18 months and considers positive free cash flow of
about $60 million in 2023 and $15 million in 2024. Moody's forecast
considers a reduction in working capital usage as the company
drives down inventory to more normalized levels following an
inventory buildup in 2022 in response to supply chain constraints.
Moody's expects the company will utilize excess cash to pay down
the outstanding balance on its asset based revolver (ABL) due 2025.
As of April 1, 2023 Mannington had about $70 million available on
its $150 million ABL, after considering borrowings outstanding,
standby letters of credit and other reserves.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings upgrade would require sustained improvement in credit
metrics, including debt to EBITDA below 4.5x and sustained margin
improvement. An upgrade would also require maintenance of
conservative financial policies, including maintenance of very good
cash flow and liquidity.
The ratings could be downgraded if credit metrics experience
sustained weakness, including debt to EBITDA above 5.5x and EBITA
to interest coverage below 2.0x. A downgrade would also result from
significant debt-financed acquisitions or shareholder friendly
actions affecting the company's liquidity profile.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Mannington Mills, Inc., headquartered in Salem, New Jersey, is a
manufacturer of flooring products used in both commercial and
residential construction end markets throughout North America and
Europe. For the twelve months ended March 31, 2023 the company
generated $950 million of revenue.
MASTERS III: Maria Yip Named Subchapter V Trustee
-------------------------------------------------
The U.S. Trustee for Region 21 appointed Maria Yip, a certified
public accountant and managing partner at Yip Associates, as
Subchapter V trustee for Masters III, LLC.
Ms. Yip will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Yip declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Maria M. Yip
2 S. Biscayne Blvd., Suite 2690
Miami, FL 33131
Tel: (305) 569-0550
Email: myip@yipcpa.com
About Masters III LLC
Masters III, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case
No. 23-14750) on June 19, 2023, with $118,372 in assets and
$1,072,897 in liabilities. Stanley Olszewski, managing member,
signed the petition.
Julianne Frank, Esq., at Julianne Frank, Atty at Law is the
Debtor's counsel.
MATRIX PARENT: $160M Bank Debt Trades at 54% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 46.5
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $160 million facility is a Term loan that is scheduled to
mature on March 1, 2030. The amount is fully drawn and
outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MCCONNELL SAND: Thomas Richardson Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Thomas Richardson,
Esq., at Lewis Reed and Allen, as Subchapter V trustee for
McConnell Sand and Stone, LLC.
Mr. Richardson will be paid an hourly fee of $315 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Richardson declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Thomas C. Richardson, Esq.
Lewis Reed and Allen
136 East Michigan Ave., Suite 800
Kalamazoo, MI 49007
Phone: 269-388-7600
Email: trichardson@lewisreedallen.com
About McConnell Sand and Stone
McConnell Sand and Stone, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No.
23-90058) on June 19, 2023, with as much as $50,000 in assets and
$500,001 to $1 million in liabilities. Judge Scott W. Dales
oversees the case.
The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy
Law Offices.
MEDIAMATH HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: MediaMath Holdings, Inc.
4 World Trade Center
45th Floor
New York, New York 10007
Business Description: MediaMath develops and delivers digital
advertising media and data management
technology solutions to advertisers.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
District of Delaware
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
MediaMath Holdings, Inc. (Lead Debtor) 23-10882
MediaMath, Inc. 23-10883
MediaMath Ventures, LLC 23-10884
Adroit DS, LLC 23-10885
Searchlight MM Topco, L.P. 23-10886
Searchlight MM Topco GP, LLC 23-10887
Searchlight MM Holdings, LLC 23-10888
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: Kara Hammond Coyle, Esq.
Michael R. Nestor, Esq.
Heather P. Smillie, Esq.
Kristin L. McElroy, Esq.
Emily C.S. Jones, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
kcoyle@ycst.com
hsmillie@ycst.com
kmcelroy@ycst.com
ejones@ycst.com
Debtors'
Financial
Advisor: FTI CONSULTING, INC.
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Neil Nguyen as chief executive
officer.
Full-text copies of two of the Debtors' the petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/AF34CLQ/MediaMath_Inc__debke-23-10883__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/D37SCMA/MediaMath_Holdings_Inc__debke-23-10882__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Magnite Inc. Media Cost $12,585,259
6080 Center Drive 4th Fl
Suite 400
Los Angeles, CA 90045
Contact: David Day
Phone: (212) 243-2769
Email: dday@magnite.com
2. Pubmatic Inc. Media Cost $10,479,620
601 Marshall St
Redwood City, CA 94063
Contact: Steve Pantelick
Phone: (650) 331-3485
Email: billing@pubmatic.com
3. Sonobi Inc. Media Cost $5,307,213
444 W New England Ave Ste 220
Winter Park, FL 32789
Contact: Joseph Capparelli
Phone: (386) 320-5400
Email: megan@sonobi.com
4. Xandr Inc Appnexus Inc. Media Cost $4,014,169
28 West 23rd St 4th FL
New York, NY 10010
Contact: Louis Orellana
Email: louis.orellana@xandr.com
5. ADSwizz Media Cost $3,413,217
489 S El Camino Real
San Mateo, CA 94402
Contact: Mariana Oprea
Email: mariana.oprea@adswizz.com
6. Smart Adserver Media Cost $3,371,083
66 Rue De La Chaussee D Antin
Paris 75009
France
Contact: Quentin Michon
Email: accounting@smartadserver.com
7. Triplelift Inc. Media Cost $2,792,438
53 W 23rd Street FL 12
New York, NY 10010
Contact: Joyce Liu
Phone: (646) 392-8854
Email: invoices@triplelift.com
8. Azerion Technology BV Media Cost $2,555,290
Formerly Improve Digital
International Euro
Boeing Avenue 30 1119 PE
Schipolrijk 1119 PE
Netherlands
Contact: Chief Financial Officer
Phone: +31-207602040
Email: finance@improvedigital.com
9. 4 World Trade Center LLC Rent $2,511,572
CO Silverstein Properties
250 Greenwich St
New York, NY 01007
Contact: Katie P. Kurtz
Phone: (212) 490-0666
Email: officebilling@silvprop.com
10. Liveramp ACXiom Third Party Data $2,297,556
PO Box 74007275
Chicago, IL 606747275
Contact: Laura Dillard
Email: acxiomuk_ar@acxiom.com
11. Index Exchange Inc. Media Cost $2,175,479
74 Wingold Ave
Toronto, Ontario M6B 1P5
Canada
Contact: Neil Dorken
Phone: +1-416-785-5908
Email: accounting@casalemedia.com
12. Openx Media Cost $1,910,582
888 E Walnut St Second Floor
Pasadena, CA 911011802
Contact: Mark Liao
Phone: (626) 466-1141
Email: ar@openx.com
13. Google Inc MM Media Cost $1,691,699
1600 Amphiteathre Pkwy
Mountain View, CA 94043
Contact: Chief Financial Officer
Email: collections@google.com
14. Doubleverify Ad Verification $1,490,134
462 Broadway
New York, NY 110132618
Contact: Nicola Allais
Phone: (646) 530-8660
Email: ar@doubleverify.com
15. GumGum Media Cost $1,436,498
1314 7th Street 4th FL
Santa Monica, CA 90401
Contact: Patrick Gildea
Email: patrick@gumgum.com
16. Unruly Group US Holding Inc. Media Cost $1,379,280
3600 136th Place SE Suite 400
Bellevue, WA 98006
Contact: Chief Financial Officer
Email: mhod@nexxen.com
17. MadHive Inc. Media Cost $1,290,559
225 Broadway Floor 11
New York, NY 10007
Contact: Tom Tidgwell
Phone: (646) 727-4054
Email: finance@madhive.com
18. Oracle Grapeshot Limited Third Party $1,186,375
Oracle Parkway Thames Valley Data
Park
Reading, Bershire RG6 1RA
United Kingdom
Contact: Chief Financial Officer
Email: accounts@grapeshot.com
19. Presidio Holdings Inc. IT Software $1,144,175
PO Box 677638
Dallas, TX 752677638
Contact: Tim Aubrey
Email: taubrey@presidio.com
20. Yahoo Ad Tech JV LLC Media Cost $1,139,511
Verizon Media Inc.
14010 FNB Parkway
Omaha, NE 68154
Contact: Chief Financial Officer
Email: brenda.davenport@yahooinc.com
21. YieldLab Media Cost $1,136,708
Virtual Minds GMBH
EllengottliebstraBe
Freiburg IM Beisgau 16 D79106
Germany
Contact: Timo Gieb
Email: P7S1AccountsReceivable@pr
osieben.de
22. Eyeota Pte Ltd Third Party Data $1,097,126
31 Hong Kong Street 0301
Singapore 59670
Singapore
Contact: Kristina Prokop
Email: mong@eyeota.com;
singapore@eyeota.com
23. TMobile USA Inc. Pushspring Third Party Data $1,054,780
12920 SE 38th Street
Bellevue, WA 980061350
Contact: Chief Financial Officer
Phone: (425) 383-7066
Email: AR_DATA_AD@T-Mobile.com
24. Gravy Analytics Inc. Media Cost $884,895
44679 Endicott Drive Suite 349
Ashburn, VA 20147
Contact: Matt Jacobson
Phone: (703) 840-8850
Email: accounting@gravyanalytics.com
25. Google Affiperf Media Cost $883,308
Google Ireland Gordon House
Barrow Street
Dublin D04 V4X7
Ireland
Contact: Chief Financial Officer
Email: google-collections-
jkubisz@google.com;
collections@google.com;
google-collections-
celineageon@google.com
26. Foursquare Labs Inc. Third Party Data $862,389
Formerly Factual Inc.
50 West 23rd Street 8th FL
New York, NY 10010
Contact: Marc Ellenbogen
Email: billing@foursquare.com
27. Adcolony Media Cost $825,777
Opera Mediaworks Inc.
PO Box 205518
Dallas, TX 753205518
Contact: Chief Financial Officer
Phone: (310) 775-8085
Email: ar_collections-
na@adcolony.com
28. Freewheel USD Media Cost $788,142
One Comcast Center 32nd Floor
Philadelphia, PA 19103
Contact: Chief Financial Officer
Email: EU-billing@freewheel.tv
29. Bidswitch GMBH Media Cost $733,586
387 Park Ave S 12th FL
New York, NY 10016
Contact: Chief Financial Officer
Phone: (646) 410-0400
Email: arbidswitch@iponweb.net
30. Oracle America Blue Kai Inc. Third Party Data $726,923
500 Eldorado Blvd Building 1
Broomfield, CO 80021
Contact: Steffanie Tate
Email: steffanie.tate@oracle.com
MEGNA TEMECULA COUNTRY: U.S. Trustee Appoints Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed John-Patrick Fritz as
Subchapter V trustee for Megna Temecula Country Inn, Inc.
Mr. Fritz will be paid an hourly fee of $650 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. The compensation for his trustee administrators
(Jason Klassi, Linda Riess, and Connie Ray) is $295 per hour.
Mr. Fritz declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John-Patrick M. Fritz
2818 La Cienega Avenue
Los Angeles, CA 90034
About Megna Temecula Country Inn
Megna Temecula Country Inn, Inc. owns a single-family residence
located at 41300 Berkswell Lane, Temecula, Calif., valued at $3.1
million.
Megna Temecula Country Inn filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-10843) on June 16, 2023, with $3,102,827 in assets and
$6,636,973 in liabilities. Mahmud Ulkarim, president, signed the
petition.
Judge Victoria S. Kaufman oversees the case.
Mark T. Young, Esq., at Donahoe Young & Williams, LLP is the
Debtor's counsel.
MEGNA TEMECULA HACIENDA: U.S. Trustee Appoints Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed John-Patrick Fritz as
Subchapter V trustee for Megna Temecula Hacienda De Endar Inn,
Inc.
Mr. Fritz will be paid an hourly fee of $650 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. The compensation for his trustee administrators
(Jason Klassi, Linda Riess, and Connie Ray) is $295 per hour.
Mr. Fritz declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John-Patrick M. Fritz
2818 La Cienega Avenue
Los Angeles, CA 90034
About Megna Temecula Hacienda
De Endar Inn
Megna Temecula Hacienda De Endar Inn, Inc. owns a single-family
residence located at 35438 De Portola Road, Temecula, Calif.,
valued at $3.3 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10842) on June 16,
2023, with $3,302,843 in assets and $6,617,238 in liabilities.
Mahmud Ulkarim, president, signed the petition.
Judge Martin R. Barash oversees the case.
Mark T. Young, Esq., at Donahoe Young & Williams, LLP is the
Debtor's counsel.
MIRAGE RESTAURANT: Court OKs Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Mirage Restaurant, Inc. to use cash
collateral in which the U.S. Small Business Administration asserts
an interest, on an interim basis, in accordance with the budget.
As adequate protection, the Debtor will (a) make monthly payments
to the SBA in the amount of $731 on the first day of each month;
(b) grant the SBA a replacement lien upon the assets in the
Debtor's estate subsequent to the filing of the Chapter 11 petition
to the extent of the value of the collateral; (c) provide for
adequate protection for the SBA's lien; and (d) maintain adequate
insurance to protect the collateral against risk of loss, damage
and destruction.
These events constitute an "Event of Default":
a. The order is stayed, reversed, vacated or modified on
appeal or will cease to be in full force and effect;
b. The Debtor's material failure to perform any of its
obligations under this Order and failure to cure the default within
10 days after receipt of written notice of the default;
c. The conversion of the Debtor's Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code; or
d. The dismissal of the Debtor's bankruptcy case.
The Debtor's access to cash collateral will terminate on the
earlier of:
a. the entry of a Court order vacating or reversing the Order;
b. the Effective Date under the Plan of Reorganization to be
proposed by the Debtor and confirmed by final order of the
Bankruptcy Court;
c. the occurrence of an event of default;
d. the conversion of this case to one under Chapter 7; or
e. such later date as the SBA or the Debtor may specify in
writing.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=LAmZ86 from PacerMonitor.com.
The Debtor projects $123,813 in banquet and restaurant sales and
$117,488 in total expenses.
About Mirage Restaurant
Mirage Restaurant, Inc. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06458) on
May 16, 2023, listing under $1 million in both assets and
liabilities.
Judge Deborah L Thorne oversees the case.
Robert R. Benjamin, Esq. at Golan Christie Taglia LLP serves as the
Debtor's counsel.
MLCJR LLC: Hires Ryan Omohundro of Alvarez & Marsal as CRO
----------------------------------------------------------
MLCJR LLC and its debtor-affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Alvarez
& Marsal North America, LLC as their restructuring advisors and
designate Ryan Omohundro as their chief restructuring officer.
The firm's services include:
(a) performing a financial review of the Debtors to the extent
not already completed, including but not limited to a review and
assessment of financial information that has been, and that will
be, provided by the Debtors to their creditors, including without
limitation their short and long-term projected cash flows and
operating performance;
(b) assisting with the identification of cost reduction and
operations improvement opportunities;
(c) assisting with budget reporting and reporting of the
Debtors' cash flow and disbursements;
(d) assisting the Debtors with vendor management, including
disbursement tracking and monitoring, negotiation of payment terms,
and communications;
(e) assisting other Debtor-engaged professionals, as directed
by the Independent Manager, in developing a possible resolution;
(f) communicating with the Debtors' creditors (and their
respective advisors) as directed by the Independent Manager and in
consultation with the Debtors with respect to their financial and
operational matters in furtherance of the CRO Matters; and
(g) performing such other services as requested or directed by
the Independent Manager or other Company personnel as authorized by
the Independent Manager, in each case in accordance with the
Consent, and agreed to by A&M that is not duplicative of work
others are performing for the Company.
The firm will be paid at these rates:
Managing Director $1,025 to $1,375 per hour
Director $775 to $975 per hour
Analyst/Associate $425 to $775 per hour
In addition to the hourly compensation, the firm will be entitled
to incentive compensation in the amount of $2,650,000 (Completion
Fee) payable upon the earliest of the confirmation of a Chapter 11
plan of reorganization; a recapitalization of all or substantially
all of the Debtors' outstanding indebtedness; or the sale,
transfer, or other disposition of all or substantially all of the
assets or equity of the Debtors in one or more transactions.
Mr. Omohundro, a partner at Alvarez & Marsal, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ryan Omohundro
Alvarez & Marsal North America, LLC
700 Louisiana Street,Suite 3300
Houston, TX 77002
Tel: +1 713 571 2400
Email: romohundro@alvarezandmarsal.com
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent
the Debtor as legal counsel. Moelis & Company LLC, led by Bassam
J. Latif, its Managing Director, serves as the Debtors' investment
banker. Alvarez & Marsal North America, LLC, serves as financial
advisor, providing a chief restructuring officer to the Debtors.
Kroll Restructuring serves as claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Company as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
MLCJR LLC: Seeks to Hire Jones Walker as Conflicts Counsel
----------------------------------------------------------
MLCJR LLC and its debtor-affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Jones
Walker LLP as their co-counsel and conflicts counsel.
The firm will render these services:
a. provide legal advice and services regarding local rules,
practices and procedures, including Fifth Circuit law;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices and witness and
exhibit lists, and coordinating with chambers;
c. review and comment on proposed drafts of pleadings to be
filed with the Court;
d. at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy local and
conflicts co-counsel;
e. perform all other services assigned by the Debtors to the
Firm as bankruptcy local and conflicts co-counsel; and
f. provide legal advice and services on any matter on which
Latham may have a conflict, including any conflict matters arising
in these chapter 11 cases, or as needed based on specialization.
The firm will be paid at these hourly rates:
Partners $595 to $1,650
Associates $475 to $785
Paraprofessionals $230 to $425
The firm received a retainer in the amount of $283,596.
Matthew Cavenaugh, Esq., a partner at Jones Walker, has advised the
Committee that it responds to the questions set forth in Section D
of the Revised UST Guidelines as follows:
(a) Jones Walker did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
(b) No rate for any of the professionals included in this
engagement varies based on the geographic location of the Chapter
11 Cases;
(c) Mr. Cavenaugh's hourly rate is $1,045. The rates of other
attorneys in the firm range from $475 to $1,650 an hour and the
paraprofessional rates range from $230 to $425 per hour. The Firm
represented the Debtors during the weeks immediately before the
Petition Date, using the foregoing hourly rates.;
(d) Jones Walker has not prepared a budget and staffing plan.
Mr. Cavenaugh disclosed in court filings that his firm does not
have any interests adverse to the Debtor's estate, creditors and
equity interest holders.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jones Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent
the Debtor as legal counsel. Moelis & Company LLC, led by Bassam
J. Latif, its Managing Director, serves as the Debtors' investment
banker. Alvarez & Marsal North America, LLC, serves as financial
advisor, providing a chief restructuring officer to the Debtors.
Kroll Restructuring serves as claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Company as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
MLCJR LLC: Seeks to Hire Jones Walker as Special Counsel
--------------------------------------------------------
MLCJR LLC and its debtor-affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Jones
Walker LLP as their special counsel.
The firm will render these services:
-- legal advice and representation in connection with the suit
captioned Cox Operating, LLC v. M/V Atina, et. al., Civil Action
No. 20-2845 c/w 20-2871, pending in the United States District
Court for the Eastern District of Louisiana;
-- general legal advice and representation regarding certain
of the Debtors' admiralty and maritime claims and matters; and
-- related transactions, agreements, and proceedings.
The firm will be paid at these hourly rates:
Partners $375 - $725
Associates $295 - $470
Jones Walker has advised the Committee that it responds to the
questions set forth in Section D of the Revised UST Guidelines as
follows:
(a) Jones Walker did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
(b) No rate for any of the professionals included in this
engagement varies based on the geographic location of the Chapter
11 Cases;
(c) Cox Operating, LLC engaged Jones Walker in October 2020.
During that time, Jones Walker's billing rates were $375 for
partners and $295 for associates. The rates have been adjusted to
$375 - $725 for partners and $295 - $470 for associates to include
the standard rates of Jones Walker's bankruptcy attorneys if needed
for preparation of fee applications and this application.;
(d) Jones Walker has not prepared a budget and staffing plan.
Edward F. LeBreton, III, Esq., a partner at Jones Walker, disclosed
in court filings that her firm does not have any interests adverse
to the Debtor's estate, creditors and equity interest holders.
The firm can be reached through:
Edward F. LeBreton, III, Esq.
Jones Walker LLP
210 St. Charles Avenue, Suite 5100
New Orleans, LA 70170
Tel: 504-582-8754
Fax: 504-589-8754
Email: elebreton@joneswalker.com
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent
the Debtor as legal counsel. Moelis & Company LLC, led by Bassam
J. Latif, its Managing Director, serves as the Debtors' investment
banker. Alvarez & Marsal North America, LLC, serves as financial
advisor, providing a chief restructuring officer to the Debtors.
Kroll Restructuring serves as claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Company as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
MLCJR LLC: Seeks to Hire Moelis & Company as Investment Banker
--------------------------------------------------------------
MLCJR LLC and its affiliates seek approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Moelis & Company
LLC as their investment banker.
The firm will render these services:
a. assist the Debtor in reviewing and analyzing the Debtor's
results of operations, financial condition and business plan;
b. assist the Debtor in reviewing and analyzing any potential
Capital Transaction, Sale Transaction or Restructuring;
c. assist the Debtor in structuring and negotiating any
Capital Transaction, Sale Transaction or Restructuring, including
participating in such negotiations as requested by the Debtor;
d. advise the Debtor on the terms of securities it offers in
any potential Capital Transaction.
e. advise the Debtor on its preparation of information
memorandum for a potential Capital Transaction and/or Sale
Transaction (each, an Information Memo);
f. assist the Debtor in contacting potential providers of a
Capital Transaction (Providers) that Moelis and the Debtor agree
are appropriate, and meet with and provide them with the
Information Memo and such additional information about the Debtor's
assets, properties or businesses that is acceptable to the Debtor,
subject to customary business confidentiality agreements;
g. assist the Debtor in contacting potential counterparties
for a Sale Transaction (Counterparties) that Moelis and the Debtor
agree are appropriate, and meet with and provide them with such
additional information about the Debtor's assets, properties or
businesses that is acceptable to the Debtor, subject to customary
business confidentiality agreements;
h. assist the Debtor in coordinating the due diligence
investigation of the Debtor by Counterparties as appropriate and
acceptable to the Debtor;
i. meet with the Debtor to discuss any proposed Transaction
and its financial implications;
j. assist the Debtor in developing a strategy to effectuate
any Transaction; and
k. provide such other financial advisory and investment
banking services in connection with a Capital Transaction, Sale
Transaction or Restructuring as Moelis and the Debtor may mutually
agree upon.
The firm will be compensated as follows:
i. Monthly Fee. Beginning as of May 1, 2023, and during the
term of this agreement, a fee of $150,000 per month (the Monthly
Fee), payable in advance of each month. The Company will pay the
first Monthly Fee immediately upon the execution of the Engagement
Letter, and all subsequent Monthly Fees prior to each monthly
anniversary of the date of the Engagement Letter. Whether or not a
Capital Transaction, Sale Transaction or Restructuring occurs,
Moelis shall earn and be paid the Monthly Fee every month during
the term of the Engagement Letter. Beginning June 1, 2023, 50
percent of each Monthly Fee payable under the Engagement Letter
shall be offset, to the extent previously paid, against any
Transaction Fees (the Monthly Fee Credit), provided that in no
event shall the Monthly Fee Credit reduce the Transaction Fees
payable thereunder to less than $0.
Capital Transaction Fee.
ii. At the closing of a Capital Transaction with a Provider
that is not directly controlled by Mr. Brad E. Cox (a Third Party),
a non-refundable cash fee (the Third Party Capital Transaction Fee)
of:
(A) 5.0 percent of the aggregate gross amount or face
value of capital Raised (as defined below) in the Capital
Transaction as equity, equity-linked interests, options, warrants
or other rights to acquire equity interests (including any rights
offerings), plus
(B) 2.5 percent of the aggregate gross amount of junior
secured or unsecured debt obligations Raised in the Capital
Transaction; plus
(C) 1.5 percent of the aggregate gross amount of senior
secured debt obligations and other interests Raised in the Capital
Transaction (including a debtor-in-possession financing (a DIP
Financing)).
iii. At the closing of a Capital Transaction with a Provider
directly controlled by Mr. Brad E. Cox (a Related Party), a
non-refundable cash fee (the Related Party Capital Transaction Fee)
of:
(A) 2.5 percent of the aggregate gross amount or face
value of capital Raised in the Capital Transaction as equity,
equity-linked interests, options, warrants or other rights to
acquire equity interests (including any rights offerings), plus
(B) 1.5 percent of the aggregate gross amount of junior
secured, unsecured debt obligations, senior secured debt
obligations and other interests Raised in the Capital Transaction
(including a DIP Financing).
Restructuring Fee
iv. (A) To the extent a Restructuring executed out-of-court
occurs, and to the extent the Company requests in writing Moelis’
assistance with such Restructuring of specific liabilities (the
Designated Liabilities), at the closing of such a Restructuring
executed out-of-court, a fee (the Out-Of-Court Restructuring Fee)
of: (x) 1.75 percent of the aggregate gross amount of Designated
Liabilities restructured up to and including $250,000,000, plus (y)
1.25 percent of the aggregate gross amount of Designated
Liabilities restructured in excess of $250,000,000 up to and
including $500,000,000; plus (z) 0.70 percent of the aggregate
gross amount of Designated Liabilities restructured in excess of
$500,000,000. The Company will pay a separate Out-Of-Court
Restructuring Fee in the event that more than one such
Restructuring occurs. The minimum aggregate Out-of-Court
Restructuring Fee will be $3,500,000, payable at the closing of the
first such Restructuring.
(B) At the closing of a Restructuring consummated as part
of a Bankruptcy Case, a fee (the In-Court Restructuring Fee) of
$6,500,000.
MLCJR Sale Transaction Fee
v. At the closing of a MLCJR Sale Transaction, a
non-refundable cash fee (the MLCJR Sale Transaction Fee) equal to
the greater of (x) $3,750,000 and (y) the calculation set forth
below:
(a) 1.75 percent of aggregate gross consideration for
amounts up to $250 million; plus
(b) 1.25 percent of aggregate gross consideration for
amounts in excess of $250 million up to and including $500.0
million; plus
(c) 0.75 percent of aggregate gross consideration for
amounts in excess of $500 million.
In the event that MLCJR consummates a MLCJR Sale Transaction in
connection with a Plan or pursuant to Section 363 of the Bankruptcy
Code, the Company shall pay Moelis a MLCJR Sale Transaction Fee and
no Restructuring Fee.
Discrete Asset Sale Transaction Fee
vi. At the closing of each Discrete Asset Sale Transaction, a
non-refundable cash fee (the Discrete Asset Sale Transaction Fee),
equal to 1.75 percent of aggregate gross consideration received in
such Discrete Asset Sale Transaction.
In the event MLCJR consummates one or more Discrete Asset Sale
Transactions while in chapter 11 and subsequently consummates a
Restructuring, the Restructuring Fee payable hereunder shall be
offset by 50 percent of the Discrete Asset Sale Transaction Fees
payable in connection with such Discrete Asset Sale Transactions
(the Discrete Asset Sale Transaction Fee Credit); provided that in
no event shall the Discrete Asset Sale Transaction Fee Credit
reduce the Restructuring Fee payable hereunder to less than $0.
Bassam Latif, managing director at Moelis, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Moelis can be reached through:
Bassam J. Latif
Moelis & Company, LLC
Two Allen Center, 1200 Smith Street, Suite 1900
Houston, TX 77002
Tel: 1 713 343 6422
Email: bassam.latif@moelis.com
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent
the Debtor as legal counsel. Moelis & Debtor LLC, led by Bassam J.
Latif, its Managing Director, serves as the Debtors' investment
banker. Alvarez & Marsal North America, LLC, serves as financial
advisor, providing a chief restructuring officer to the Debtors.
Kroll Restructuring serves as claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Debtor as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
MODIVCARE INC: S&P Affirms 'B' Issuer Credit Rating, On Watch Neg.
------------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating and
maintained the ratings on the CreditWatch with negative
implications on ModivCare Inc. Recovery ratings are unchanged.
S&P said, "The sustained CreditWatch placement reflects our belief
that while working capital fluctuations are temporary in nature,
they could be steeper than our expectations and coincide with
operational challenges, causing worse-than-expected free cash flow
deficits, liquidity erosion, and covenant headroom contraction.
"The CreditWatch placement reflects our expectation that while the
amendment has provided some liquidity relief, large
quarter-on-quarter working capital fluctuations could compress the
company's covenant cushion. The credit agreement now imposes a
5.25x maximum net leverage ratio, stepping down to 5x in December
2023. This is up from 5x, stepping down to 4.5x in September 2023.
We believe the company will be able to access about $200 million of
its $325 million revolver by December 2023, which should provide it
with sufficient liquidity to manage working capital swings in 2023,
but little room for underperformance and steeper-than-expected
working capital uses."
ModivCare currently estimates that working capital swings related
to contracts payable will diminish going forward as it reduces the
payables balance, with second quarter 2023 being a large use of
working capital and cash flow generation weighted toward the second
half of 2023. While S&P expects future working capital outflows
will have a limited impact compared with the past year, leading to
improved cash flow metrics compared to the recent quarters,
covenant headroom leaves little room for underperformance and
operational challenges as well as larger-than-expected working
capital uses.
S&P said, "The affirmation reflects our expectations that the
working capital fluctuations are temporary in nature and the
company will produce cash flow commensurate with a B rating by
2024. The cash flow deficit caused by working capital relates to
contract receivables and accrued contract payables due to lower
activity during the COVID-19 pandemic. Contract receivables
represent underpayments and receivables while accrued contract
payables represent overpayments and liability reserves on certain
risk corridor, profit rebate, and reconciliation contracts. The
company has gradually been reducing contract payables and
increasing contract receivables, and while we expect payables and
receivables will have less impact on cash flow than they did in
2022, we continue to expect a cash flow deficits in 2023."
Medicaid redetermination will affect an estimated 10%-15% of
ModivCare's Medicaid member base in the NEMT segment over the next
12 months. With the end of the public health emergency, Medicaid
redetermination is set to affect millions of consumers'
government-sponsored health insurance coverage, including
approximately 10%-15% of the company's Medicaid members.
ModivCare's Non-emergency medical transportation (NEMT) segment
currently generates approximately 82% of its revenue from Medicaid
customers so losing a sizable portion of its customer base could
hurt revenue growth and margins. It is not yet known what segments
of the company's members will be affected by redetermination, but
if a large portion of the members lost are low-utilization members
(i.e., recurring revenue with minimal service costs), we could see
a further compression of margins for full-risk contracts (currently
about 20% of total contracts) that could further erode free cash
flow. While ModivCare expects to be able to reprice these contracts
over the next 12 months and is continuing to transition full-risk
contracts to shared risk or fee-for-service arrangements, there
remains execution risk.
CreditWatch
S&P said, "We maintained the company's ratings on CreditWatch with
negative implications to reflect our belief that while working
capital fluctuations are likely temporary, they could be steeper
than expected and coincide with operational challenges, potentially
causing worse-than-expected free cash flow deficits, liquidity
erosion, and covenant headroom contraction. We intend to resolve
the CreditWatch placement over the coming months as we gain greater
visibility into the likelihood that ModivCare has sufficient
liquidity to manage operational challenges, can continue to comply
with its covenants, and can produce free operating cash flow/debt
of about 3% by 2024.
"We could lower our rating on ModivCare if we expect cash flows to
remain pressured for a prolonged period as a result of
deteriorating business performance."
MOJ REALTY: Unsecureds Will Get 25% of Claims in 36 Months
----------------------------------------------------------
MOJ Realty, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Disclosure Statement describing Plan
of Reorganization dated June 29, 2023.
The Debtor is a Florida limited liability company which operates a
mobile home park in Valrico, Florida. The Debtor purchased the
mobile home park in August of 2015 and has operated the business
continuously since that time.
In October of 2021 the Debtor sold a parcel of real property
located in Manatee County to DWF Realty, LLC, an entity in which
the equity owners of the Debtors hold a minority interest. The
Debtor operates Single Asset Real Estate as defined in Section
101(51B) of the Bankruptcy Code.
The Debtor does not believe the value of the Debtor's real property
("Property"), which operates as a trailer park, exceeds the balance
due under the mortgage ("Mortgage") on the Property, which on the
Petition date was $1,593,342.61. The Debtor recently became the
subject of a judgment in a civil lawsuit in the amount of
$218,366.40, which the Debtor asserts is fully unsecured under
applicable bankruptcy law. This judgment, along with other
significant unsecured debt, has necessitated that the Debtor to
seek protection and an opportunity to reorganize in this chapter 11
case.
Class Number 5 consists of General Unsecured Claims. These are all
unsecured claims of non-insiders and are impaired. Holders of
claims in this Class will receive a distribution equal to 25% of
such holder's allowed unsecured claim, which will be paid without
interest in 36 equal monthly installments beginning on the first
day of the month immediately after the Effective Date of the Plan.
Class Number 6 consists of Unsecured Convenience Class. This Class
consists of the holder of any non-insider unsecured claim which
equals $1,000.00 or less and holders of claims in this Class are
impaired. Holders of claims in this Class will receive a one-time
payment, within 10 days after the Effective Date, in the amount
equal to 75% of the allowed amount of the claim. Holders of General
Unsecured Claims may elect to reduce their claim to $1,000.00 and
included in this Class.
Class Number 7 consists of Equity Interests of William A. Guzman
and Adelina D. Tavares de Guzman. The equity interests of William
A. Guzman and Adelina D. Tavares de Guzman, equal in total to a
100% interest in the Debtor, shall be re-vested in full upon
confirmation, in return for the equity contributions of solely
William A. Guzman and Adelina D. Tavares de Guzman of amounts
necessary to fund operational shortfalls, including amounts for
plan payments, as new equity and new value for purposes of the
absolute priority rule.
The cash payments under this Plan have been and/or will be
generated principally from operation of the Debtor's businesses,
cash on hand on the Effective Date and contributions by solely
William A. Guzman and Adelina D. Tavares de Guzman.
The sole Post-Confirmation officers and managers of the Debtor
shall be solely William A. Guzman and Adelina D. Tavares de Guzman,
who shall be paid a salary in such amount as is deemed appropriate
in the discretion of the Debtor.
A full-text copy of the Disclosure Statement dated June 29, 2023 is
available at https://urlcurt.com/u?l=jGRIV2 from PacerMonitor.com
at no charge.
Attorney for Debtor:
Leon A. Williamson, Jr., Esq.
Williamson Law Firm
306 South Plant Ave., Suite B
Tampa, FL 33610-1365
Florida Bar Number: 363537
Telephone: (813) 253-3109
Facsimile: (813) 315-6849
E-mail: Leon@LwilliamsonLaw.com
About MOJ Realty
MOJ Realty, LLC, a Single Asset Real Estate, operates a mobile home
park in Valrico, Florida.
MOJ Realty filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 23-01259) on March 31, 2023. In the petition signed by
William A. Guzman, managing member, the Debtor disclosed $500,000
to $1 million in assets and $1 million to $10 million in
liabilities. Leon Williamson, Esq. of LAW OFFICE OF LEON A.
WILLIAMSON, JR., P.A., is the Debtor's counsel.
MONTGOMERY REALTY: Unsecureds to Get 2.3% or 9.92% in Plan
----------------------------------------------------------
Mouroux Family Chiropractic, Inc., submitted a First Amended
Reorganization Plan dated June 21, 2023.
The quarterly payments under the PLan will be funded with income
from business operations. The Debtor's Projected Disposable Income
calculations and forecasts for the full five-year term of the Plan
are set forth on Exhibit C.
Total Plan Payout is Administrative ($43,500) + General Unsecured
($39060) = $82,560. If the Debtor's Actual Disposable Income
exceeds projections for a given Quarter or Quarters, or the Debtor
raises additional funds from outside investments, contributions, or
loans, the Debtor, in its sole discretion, may pay the Total Plan
Payments earlier, in whole or in part and without penalty.
The allowed claims are categorized into three classes:
Administrative, Secured and Unsecured. The classes are as follows:
1. Administrative:
a. Estimated fees for Debtor's General Bankruptcy Counsel
(subject to Court approval): $31,000.
b. Estimated fees for the Subchapter V Trustee (subject to
Court approval): $7,500.
c. Estimated fees for the Patient Care Ombudsman (subject to
Court approval): $5000.
2. Secured Debt.
a. United States Small Business Administration. Based on a
series of communications via email, Debtor has reached an agreement
with the SBA as to the value of the SBA's Secured Claim, the term
of the loan, renegotiated amount owed and the monthly payment. The
SBA's Secured Claim has been settled at $82,719 with said sum to be
repaid over 15 years in $601.55 monthly installments. In keeping
with accepted practice, payment to the SBA on its Secured Claim is
set forth on the 60-month expense projections attached as Exhibit D
and D-1. Projected payment on the unsecured portion of the SBA's
claim is set forth on Exhibits B and B-1.
b. NCMIC. Debtor purchased ultrasound equipment from a third
party and NCMIC financed the purchase. NCMIC is owed $8,886. Based
on Debtor's further investigation, Debtor believes that the value
of the ultrasound equipment is at least equal to the amount owed.
44 months are left on the purchase agreement. Debtor will pay the
balance of the contract in $235.95 monthly payments over the
remaining 44 months starting in September of 2023. As with the
portion of the SBA's claim that is secured, and in keeping with
best practices, NCMIC's payment is set forth on the 60-month
expense projections attached as Exhibits D and D-1.
3. General Unsecured Creditors. The amounts that Debtor projects
that the General Unsecured Creditors will receive depends on
whether Debtor administers the Plan or whether the Subchapter V
Trustee administers the Plan.
a. If Debtor administers the Plan, Debtor projects Quarterly
disposable income at $3,378 resulting in a 9.92% (or 9.92 cents on
the dollar) dividend to the General Unsecured Creditors.
b. If the Subchapter V Trustee administers the Plan, at a
monthly expense of $500, the Debtor projects Quarterly Disposable
income at $1878 resulting in a 2.30% or 2.30 cents on the dollar)
dividend to the General Unsecured Creditors.
In accordance with the Bankruptcy Code, the Debtor's creditors and
interest holders are divided into various classes.
Under the Plan, Class 3 General Unsecured Claims total $393,836.
Payments to General Unsecured Creditors will only commence after
Administrative claims have been paid in full, which is projected to
occur, as noted on Exhibits B and B-1., as follows:
1. If the Plan is administered by the Debtor, Debtor projects
that the General Unsecured Creditors will receive $1,902 in Quarter
9 and $3,378 in Quarters 10 through 20.
2. If the Plan is administered by the Subchapter V Trustee,
Debtor projects that the General Unsecured Creditors will receive
$1,548 in Quarter 16 and $1,878 in Quarters 17 through 20.
All General Unsecured Creditor claims are impaired. A ballot, and a
self-addressed and stamped envelope to return that ballot, will be
provided to each General Unsecured Creditor.
Attorney for Mouroux Family Chiropractic, Inc.:
Steven E. Cowen, Esq.
S. E. COWEN LAW
333 "H" Street, Suite 500
Chula Vista, CA 91910
Telephone: (619) 202 – 7511
Facsimile: (619) 489 – 0431
E-mail: Cowen.steve@secowenlaw.com
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/DzCUp from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50186) on Feb. 24,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Stephen L. Johnson oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
legal counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
MOUROUX FAMILY: Unsecureds Owed $393K to Get 2.3% or 9.92% in Plan
------------------------------------------------------------------
Mouroux Family Chiropractic, Inc., submitted a First Amended
Reorganization Plan dated June 21, 2023.
Each quarterly payment under the Plan will be funded with income
from business operations. The Debtor's Projected Disposable Income
calculations and forecasts for the full five-year term of the Plan
are set forth on Exhibit C.
Total Plan Payout is Administrative ($43,500) + General Unsecured
($39060) = $82,560. If the Debtor's Actual Disposable Income
exceeds projections for a given Quarter or Quarters, or the Debtor
raises additional funds from outside investments, contributions, or
loans, the Debtor, in its sole discretion, may pay the Total Plan
Payments earlier, in whole or in part and without penalty.
The allowed claims are categorized into three classes:
Administrative, Secured and Unsecured. The classes are as follows:
1. Administrative:
a. Estimated fees for Debtor's General Bankruptcy Counsel
(subject to Court approval): $31,000.
b. Estimated fees for the Subchapter V Trustee (subject to
Court approval): $7,500.
c. Estimated fees for the Patient Care Ombudsman (subject to
Court approval): $5000.
2. Secured Debt.
a. United States Small Business Administration. Based on a
series of communications via email, Debtor has reached an agreement
with the SBA as to the value of the SBA's Secured Claim, the term
of the loan, renegotiated amount owed and the monthly payment. The
SBA's Secured Claim has been settled at $82,719 with said sum to be
repaid over 15 years in $601.55 monthly installments. In keeping
with accepted practice, payment to the SBA on its Secured Claim is
set forth on the 60-month expense projections attached as Exhibit D
and D-1. Projected payment on the unsecured portion of the SBA's
claim is set forth on Exhibits B and B-1.
b. NCMIC. Debtor purchased ultrasound equipment from a third
party and NCMIC financed the purchase. NCMIC is owed $8,886. Based
on Debtor's further investigation, Debtor believes that the value
of the ultrasound equipment is at least equal to the amount owed.
44 months are left on the purchase agreement. Debtor will pay the
balance of the contract in $235.95 monthly payments over the
remaining 44 months starting in September of 2023. As with the
portion of the SBA's claim that is secured, and in keeping with
best practices, NCMIC's payment is set forth on the 60-month
expense projections attached as Exhibits D and D-1.
3. General Unsecured Creditors. The amounts that Debtor projects
that the General Unsecured Creditors will receive depends on
whether Debtor administers the Plan or whether the Subchapter V
Trustee administers the Plan.
a. If Debtor administers the Plan, Debtor projects Quarterly
disposable income at $3,378 resulting in a 9.92% (or 9.92 cents on
the dollar) dividend to the General Unsecured Creditors.
b. If the Subchapter V Trustee administers the Plan, at a
monthly expense of $500, Debtor projects Quarterly Disposable
income at $1878 resulting in a 2.30% or 2.30 cents on the dollar)
dividend to the General Unsecured Creditors.
Under the Plan, Class 3 General Unsecured Claims total $393,836.
Payments to General Unsecured Creditors will only commence after
Administrative claims have been paid in full, which is projected to
occur, as noted on Exhibits B and B-1., as follows:
1. Payment Terms if Debtor Administers the Plan. Exhibit B. If
the Plan is administered by the Debtor, Debtor projects that the
General Unsecured Creditors will receive $1902 in Quarter 9 and
$3378 in Quarters 10 through 20.
2. Payment Terms if the Subchapter V Trustee Administers the
Plan. Exhibit B-1. If the Plan is administered by the Subchapter V
Trustee, Debtor projects that the General Unsecured Creditors will
receive $1548 in Quarter 16 and $1878 in Quarters 17 through 20.
All General Unsecured Creditor claims are impaired. A ballot, and
a self-addressed and stamped envelope to return that ballot, will
be provided to each General Unsecured Creditor.
Attorney for Mouroux Family Chiropractic, Inc.:
Steven E. Cowen, Esq.
S. E. COWEN LAW
333 "H" Street, Suite 500
Chula Vista, CA 91910
Telephone: (619) 202 – 7511
Facsimile: (619) 489 – 0431
E-mail: Cowen.steve@secowenlaw.com
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/DzCUp from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50186) on Feb. 24,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Stephen L. Johnson oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
legal counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
MVK INTERMEDIATE: S&P Downgrades ICR to 'CCC-', On Watch Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Peach grower
MVK Intermediate Holdings LLC to 'CCC-' from 'CCC+', the
issue-level rating on its senior secured credit facility to 'CCC-'
from CCC+', and put the ratings on CreditWatch with negative
implications.
S&P said, "The CreditWatch negative placement reflects the
possibility that we could lower our ratings if we confirm the
company has restructured its debt, possibly constituting a
selective default. While unlikely, we could resolve our CreditWatch
without a downgrade if we receive the necessary documentation that
indicates MVK has improved its liquidity position without a
selective default."
The downgrade and CreditWatch negative placement indicate MVK has
an increased likelihood of default amid a likely weakened liquidity
position.
S&P said, "We have not received confirmation that it secured
additional liquidity given the delay in audited financial
statements. In addition, indicative pricing on the company's term
loan has dropped to about 50 cents on the dollar from the 70 cents
area in recent months. Such distressed trading could present an
opportunity to restructure its debt below original promises. MVK's
sales performance in 2022 likely met expectations and 2023 looks to
be a good year for stone fruit production in the California growing
region. But we believe MVK's liquidity position is constrained by
its 2022 leasing of 3,200 acres of orchards from SunWest, which
requires additional working capital investments during the spring
and summer seasons. Moreover, the company must continue investing
in its orchards to maintain productivity while leasing third-party
orchards, which we believe significantly constrains its debt
service capacity.
"The CreditWatch negative placement reflects the possibility that
we could lower our ratings if we confirm MVK has restructured its
debt, possibly constituting a selective default. While unlikely, we
could resolve our CreditWatch without a downgrade if we receive the
necessary documentations that indicates the company has improved
its liquidity position without a selective default."
NATURE COAST: Delays Disclosures Hearing to Aug. 3, 2023
--------------------------------------------------------
Nature Coast Development Group, LLC, filed a second motion for the
entry of an order rescheduling the hearing on the Debtor's Amended
Disclosure Statement.
The Debtor and Seacoast Bank moved the Court to reschedule the
Original Hearing, and accordingly, the Court entered an order
rescheduling the hearing on Debtor's Amended Disclosure Statement
to June 29, 2023.
The Debtor continues to work diligently with Seacoast and the
Surety to develop a consensual Plan of Reorganization and attempt
to resolve all issues in this case.
Accordingly, the Debtor sought a second continuance of the hearing
on Debtor's Amended Disclosure Statement, for a date 3 to 4 weeks
after June 29, 2023. Such extension will allow the Parties
sufficient time to assimilate the discovery and testimony
collected, resolve any remaining issues, and to assess the adequacy
of Debtor's Amended Disclosure Statement, furthering their
collaborative efforts to finalize a consensual Plan of
Reorganization. The Debtor is optimistic a continuance will allow
the parties to reach an agreement or at least narrow the issues.
The Debtor has spoken with counsel for Seacoast, the Surety, and
the United States Trustee, and none of the aforementioned parties
oppose this request for an additional continuance.
The Court on June 22, 2023, granted the motion, and ordered that
the Disclosure Statement hearing is rescheduled for Aug. 3, 2023,
at 10:00 AM (Eastern Time) at/via ZOOM.
Attorneys for the Debtor:
Justin M. Luna, Esq.
Benjamin R. Taylor, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
E-mail: jluna@lathamluna.com
btaylor@lathamluna.com
About Nature Coast Development Group
Nature Coast Development Group, LLC, a company in Fanning Springs,
Fla., filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-10200) on Dec.
14, 2022. In the petition filed by its managing member, Marites
Padot, the Debtor reported assets between $10 million and $50
million and liabilities between $1 million and $10 million. Jodi D.
Dubose has been appointed as Subchapter V trustee.
Judge Karen K Specie oversees the case.
The Debtor is represented by Latham, Shuker, Eden, & Beaudine, LLP.
NETFOR INC: Seeks Cash Collateral Access
----------------------------------------
Netfor, Inc. asks the U.S. Bankruptcy Court for the Southern
District of Indiana, Indianapolis Division, for authority to use
cash collateral and provide adequate protection.
The Debtor urgently needs working capital to continue its ordinary
course business operations.
The Debtor's financial issues began when COVID-19 hit and that core
staff could not come to the office to work. Given the size of its
operation the attendant rent expense quickly consumed its operating
cash flow and when that proved insufficient it turned to more
volatile sources of operating cash using internet lenders. Despite
the fundamentally unmanageable cash flow those credit facilities
present, the Debtor has a core operating profitability that will
allow it to reorganize, and that profitability is what drives its
ability to leverage cash collateral for the benefit of all of its
creditors.
Prior to the Commencement Date, the Debtor's liquidity needs were
met primarily through its daily operation and various financing
options offered by trade vendors, personal cash and internet
lenders. The Debtor believes Indiana Community Business Credit
Corporation is the superior properly perfected secured creditor,
having an interest in substantially all of its assets. The Debtor,
however, further believes additional creditors may claim an
interest in cash collateral by virtue of UCC-1 financing
statements.
The Debtor believes the value of its cash collateral, which
comprises substantially all of the value of its assets, is roughly
equal to the combined secured claims against it from ICBCC, 1st
Merchants Bank and Can Cap.
The Debtor has tendered a proposed form of an order whereby the
Court would approve the use of cash collateral on an interim basis
only and so that irreparable harm to the Debtor's estate can be
avoided pending further Court order after notice and a fair
opportunity to object. While the Budget contains a forecast for
operations that exceed the interim period, it demonstrates that the
Debtor expects to use $107,000 of cash collateral in the interim
period of approximately 14 days.
A copy of the motion is available at https://urlcurt.com/u?l=EvJOjQ
from PacerMonitor.com.
About Netfor, Inc.
Netfor, Inc. is a BPO company in Fishers, Indiana. The company's
help desk, call center, and fulfillment services round out its
ability to solve tech problems for its clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02666) on June 22,
2023. In the petition signed by Jeffrey D. Medley as president/CEO,
the Debtor disclosed up to $10 million in assets and up to $1
million in liabilities.
Judge Jeffrey J. Graham oversees the case.
KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as
legal counsel.
NEW BEGINNING: Seeks Approval to Hire Ana Morales as Accountant
---------------------------------------------------------------
New Beginning Realty Corp. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Ana Morales, an
accountant practicing in Caguas, P.R.
Ms. Morales will assist the Debtor with tax return filing, and
accounting and reporting matters.
As compensation, Ms. Morales will receive $125 per hour for her
services, plus reimbursement of actual out of pocket expenses.
The accountant has received a retainer of $3,500.
Ms. Morales disclosed in a court filing that she is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Ms. Morales can be reached through:
Ana Morales Colon
#160 Flamboyan Street, La Serrania
Caguas, PR 00725
Office: (787) 636-5155
Mobile: (787) 787-308-0423
Email: jmconsultingserv@yahoo.com
About New Beginning Realty Corp.
New Beginning Realty Corp., a company in San Juan, P.R., filed its
voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case
No. 23-01049) on April 12, 2023, with as much as $1 million to $10
million in both assets and liabilities. Carlos A. Quinones Alfonso,
president of New Beginning Realty Corp., signed the petition.
Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc. serves as
the Debtor's legal counsel.
NEW TROJAN: $605M Bank Debt Trades at 44% Discount
--------------------------------------------------
Participations in a syndicated loan under which New Trojan Parent
Inc is a borrower were trading in the secondary market around 56.3
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $605 million facility is a Term loan that is scheduled to
mature on January 6, 2028. The amount is fully drawn and
outstanding.
New Trojan Parent, Inc. is the acquirer of Strategic Partners
Acquisition Corp., an indirect parent company of branded medical
apparel company Careismatic, Inc.
NEXTPLAY TECHNOLOGIES: Chief Operating Officer Resigns
------------------------------------------------------
Andrew Greaves provided notice of his resignation as chief
operating officer of NextPlay Technologies, Inc., effective June
20, 2023.
Mr. Greaves' employment by the Company or certain of its
subsidiaries will continue, but he will take on a different role.
Mr. Greaves' resignation as COO was not a result of any
disagreement with the Company on any matter relating to its
operations, policies or practices, or any issues regarding its
accounting policies or practices, as disclosed in a Form 8-K filed
with the Securities and Exchange Commission.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NextPlay reported a net loss of $40.41 million for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million for the
period from March 6, 2020 to February 28, 2021. As of Nov. 30,
2022, the Company had $103.85 million in total assets, $57.90
million in total liabilities, and $45.95 million in total
stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NEXTSPORT INC: July 12 Hearing on Disclosure Statement
------------------------------------------------------
Judge William J. Lafferty, III, has entered an order that the Court
will conduct a hearing to consider conditional approval of the
Disclosure Statement of Nextsport, Inc., on July 12, 2023 at 10:30
a.m. in courtroom 220 of the United States Bankruptcy Court, 1300
Clay Street, Oakland, California.
The Court ordered the Debtor to file and serve its Combined Plan
and Disclosure Statement by no later than June 28, 2023. A copy of
the Combined Plan and Disclosure Statement is available at
https://www.pacermonitor.com/case/44892018/NEXTSPORT,_INC/210
Any objections to the Disclosure Statement must be filed with the
court and received by the Debtor's counsel no later than 2 days
before the scheduled hearing on conditional approval of the
Disclosure Statement.
Attorneys for the Debtor-in-Possession:
Eric A. Nyberg, Esq.
Chris D. Kuhner, Esq.
KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE, P.C.
1970 Broadway, Suite 600
Oakland, CA 94612
Telephone: (510) 763-1000
Facsimile: (510) 273-8669
E-mail: e.nyberg@kornfieldlaw.com
c.kuhner@kornfieldlaw.com
About Nextsport Inc.
Nextsport, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. N.D. Cal. Case No. 22-40569) on June 13,
2022. In the petition signed by David Lee, its chief executive
officer, the Debtor disclosed $13,381,220 in assets and $10,668,143
in liabilities.
Judge William J. Lafferty oversees the case.
Eric A. Nyberg, Esq., at Kornfeld, Nyberg, Bendes, Kuhner and
Little PC is the Debtor's counsel.
NOB HILL INN: Court OKs Cash Collateral Access Thru Aug 4
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized Nob Hill Inn City Plan Owners
Association to use cash collateral on an interim basis in
accordance with the budget, in the ordinary course of its
business.
As previously reported by the Troubled Company Reporter, the
Debtor's sole potentially secured creditor is the Small Business
Administration with respect to a $150,000 Emergency Injury Disaster
Loan. The SBA holds a perfected blanket security interest in the
Debtor's personal property assets, securing the debt.
As a result of its blanket lien, the SBA arguably has cash
collateral rights. The Debtor contends the tremendous equity
cushion enjoyed by the SBA coupled with the imminence of a sale of
the Debtor's principal asset, provides the lender with adequate
protection for the use of its cash collateral. The Debtor does not
propose to make any payments or provide any other relief to the SBA
prior to the sale of property.
The Debtor's principal asset is the Nob Hill Inn, which is a
21-unit hotel and timeshare. The owners of the timeshare intervals
voted, by a 75% super-majority, to sell the Property and dissolve
the Debtor. The Property has a value of approximately $7 million to
$9 million. Aggregate debt, inclusive of the EIDL loan, is less
than $500,000.
The Debtor's right to use cash collateral will remain in effect
through the final hearing set for August 4, 2023 at 10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=JY5ATl
from PacerMonitor.com.
About Nob Hill Inn City Plan Owners Association
Nob Hill Inn City Plan Owners Association is the owner of the Nob
Hill Inn, which is a 21-unit hotel and timeshare, located at 1000
Pine Street, San Francisco, CA valued $8.25 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30368) on June 10,
2023. In the petition signed by Alfredo Terraza, chief financial
officer, the Debtor disclosed $8,537,769 in assets and $222,858 in
liabilities.
Judge Dennis Montali oversees the case.
Michael St. James, Esq., at St. James Law, P.C., represents the
Debtor as legal counsel.
NOVUSON SURGICAL: Taps Baker & Hostetler as Special Counsel
-----------------------------------------------------------
Novuson Surgical, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to employ Baker &
Hostetler, LLP as its special counsel.
Baker & Hostetler will represent the Debtor in the prosecution of
certain patent applications relating to surgical devices.
Compensation will be payable to Baker & Hostetler on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred in connection with its representation of the
Debtor.
Baker & Hostetler does not hold any interest adverse to the Debtor
or the estate with respect to the matter on which the firm is to be
employed, according to court filings.
The firm can be reached through:
Nikki L. Sanford, Esq.
Baker & Hostetler, LLP
999 Third Avenue, Suite 3900
Seattle, WA 98104
Tel: +1 206-332-1399
Fax: +1 206-624-7317
Email: nsanford@bakerlaw.com
About Novuson Surgical
Novuson Surgical, Inc., a company in Bothell, Wash., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 23-10728) on April 21, 2023, with
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Stuart B. Mitchell, president of Novuson Surgical,
signed the petition.
Judge Timothy W. Dore oversees the case.
Aditi Paranjpye, Esq., at Cairncross & Hempelmann, P.S. and Justin
M. Mertz, Esq., at Michael Best & Friedrich, LLP are the Debtor's
bankruptcy attorneys.
OUTPUT SERVICES: $369.8M Bank Debt Trades at 73% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Output Services
Group Inc is a borrower were trading in the secondary market around
27.3 cents-on-the-dollar during the week ended Friday, June 23,
2023, according to Bloomberg's Evaluated Pricing service data.
The $369.8 million facility is a Term loan that is scheduled to
mature on June 27, 2026. The amount is fully drawn and
outstanding.
Output Services Group, Inc. offers printing services.
PACIFICA CMFM: Salvatore LaMonica Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
PACIFICA CMFM Group, LLC.
Mr. LaMonica will be paid an hourly fee of $675 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue
Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About PACIFICA CMFM
PACIFICA CMFM Group, LLC filed Chapter 11 Petition (Bankr. E.D.N.Y.
Case No. 23-72182) on June 20, 2023, with as much as $50,000 in
assets and $100,001 to $500,000 in liabilities. Judge Louis A.
Scarcella oversees the case.
Todd E. Duffy, Esq., at Duffy Amedeo, LLP is the Debtor's legal
counsel.
PANACEA LIFE: J&N Real Estate Has 47% Stake as of June 23
---------------------------------------------------------
J&N Real Estate Company, LLC disclosed in a Schedule 13D filed with
the Securities and Exchange Commission that as of June 23, 2023, it
beneficially owned 7,297,627 shares of Panacea Life Sciences
Holdings, Inc. common stock, representing 47 percent of the Shares
outstanding. Leslie Buttorff, the sole owner of JN, also reported
beneficial ownership of 1,542,998 Common Shares or 9.9% equity
stake.
Leslie Buttorff is the beneficial owner of all shares held by JN.
Ms. Buttorff is a director and chief executive officer of the
Issuer since July 1, 2021.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1552189/000149315223022285/formsc13d.htm
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is a seed to sale
cannabinoid and nutraceutical manufacturer and research company
that produces purposeful, natural pharmaceutical alternatives for
consumers and pets. The Company manufactures and sells softgels,
gummies, tinctures, sublingual tablets, cosmetics, and other
topicals. The Company operates through its wholly-owned subsidiary,
Panacea Life Sciences, Inc., which the Company acquired in a
reverse merger in June 2021.
Panacea Life reported a net loss of $9.14 million for the year
ended Dec. 31, 2022, compared to a net loss of $4.78 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.49 million in total assets, $21.63 million in total
liabilities, and a total stockholders' deficit of $2.14 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 29, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
PANOS FITNESS: Unsecureds Will Get 0.27% of Claims in 60 Months
---------------------------------------------------------------
Panos Fitness, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of New York a Plan of Reorganization for Small
Business dated June 27, 2023.
Debtor is a franchisee of Blink Fitness Franchising, Inc., a
franchisor of fitness centers located throughout the United States.
On November 14, 2018, the Debtor opened a Blink Fitness center at
4979 West Taft Road, Liverpool, New York 13088 (the "Fitness
Center").
The Debtor's financial distress is a direct result of the COVID-19
pandemic and the state-mandated closure of all gyms and fitness
facilities, including the Fitness Center, for a large portion of
2020. Since that time, the Debtor's operations have rebounded
slowly, but steadily, but the recovery has not been swift enough to
permit the Debtor to satisfy all of its current obligations owed to
secured creditors and other parties.
The Debtor owns personal property consisting of cash, accounts
receivable, inventory, fitness equipment, furniture, fixtures, and
other assets (respectively, the "Assets"). As of the Petition Date,
the Debtor was indebted to (i) secured creditor DCC Shamrock, LLC
under (a) a term note in the outstanding principal amount of
$210,128.54 and (b) a line of credit in the outstanding principal
amount of $973,455.00; (ii) the United States Small Business
Administration under a COVID-19 Economic Injury Disaster Loan
("EIDL") in the outstanding principal amount of $60,000.00; (iii)
various short-term lenders in amounts aggregating approximately
$265,209.00; (iv) general unsecured creditors in amounts
aggregating approximately $125,000.00; and (v) an unsecured
guaranty claim to Firestone Financial, LLC in the amount of
$2,429,761.49.
Repayment of the obligations owed to DCC Shamrock is secured by a
first position lien and security interest covering all the Assets.
As the aggregate value of the Assets is insufficient to fully
secure the obligation owed to DCC Shamrock, the obligations owed by
the Debtor under the EIDL and to the short-term lenders are
unsecured.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of approximately $606,580.00,
which will be used to pay the secured creditor approximately
$576,000.00, administrative creditors, including the subchapter v
trustee approximately $22,862.00, priority creditors the balance
owed of $0.00, and unsecured creditors $7,200.00.
This Plan of Reorganization proposes to pay the Debtor's creditors
from cash flow from operations and future income.
Non-priority unsecured creditors (general unsecured creditors)
holding allowed claims will receive quarterly pro rata
distributions, which the proponent of this Plan has valued at
approximately 0.27% based on estimated total allowed non-priority
unsecured claims (general unsecured creditors) of approximately
$2,661,704.85. The Plan also provides for the payment of
administrative and priority claims.
Class 3 consists of Non-priority unsecured creditors. The Debtor
will make 60 monthly payments in the amount of $120.00 per month
commencing on the effective date of this Plan to satisfy allowed
Class 3 Claims. The distributions will be made to holders of
allowed Class 3 Claims on a pro rata basis. The Debtor estimates
that each claim will receive a distribution equal to approximately
0.27% of the allowed claim. This Class is impaired.
Class 4 Equity Security Holder of the Debtor will retain his equity
interest in the Debtor.
The Debtor will retain all property of the Estate and will make the
payments specified in the Plan using funds received from the
continued operation of the Fitness Center.
A full-text copy of the Plan of Reorganization dated June 27, 2023
is available at https://urlcurt.com/u?l=Bt9rRD from
PacerMonitor.com at no charge.
About Panos Fitness
Panos Fitness, LLC, operates physical fitness facilities. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 23-30184) on March 29, 2023. In the
petition signed by Dean S. Panos, managing member, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Wendy A. Kinsella oversees the case.
Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, is the
Debtor's legal counsel.
PARADOX RESOURCES: Taps Okin Adams Bartlett Curry as Legal Counsel
------------------------------------------------------------------
Paradox Resources, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Okin Adams Bartlett Curry, LLP as their counsel.
The Debtors require legal counsel to:
a) give advice with respect to the rights, duties and powers
of the Debtors in their Chapter 11 cases;
b) assist and advise the Debtors in their consultations
relative to the administration of the cases;
c) assist the Debtors in analyzing the claims of creditors and
in negotiating with such creditors;
d) assist the Debtors in the analysis of and negotiations with
any third-party concerning matters relating to, among other things,
the terms of a plan of reorganization or sale of substantially all
of the Debtors' assets;
e) represent the Debtors at all hearings and other
proceedings;
f) review and analyze all applications, orders, statements of
operations and schedules filed with the court and advise the
Debtors as to their propriety;
g) assist the Debtors in preparing pleadings and applications;
and
h) perform such other legal services as may be required and
are deemed to be in the interests of the Debtors in accordance with
the Debtors' powers and duties as set forth in the Bankruptcy Code.
The hourly rates of Okin's attorneys and staff are as follows:
Matthew S. Okin, Partner $775
David L. Curry, Jr., Partner $650
Ryan A. O'Connor, Associate $490
J. Kelley Killorin Edwards, Associate $425
Legal Assistants $140
In addition, Okin will seek reimbursement for expenses incurred.
The firm received an initial retainer of $100,000.
Matthew Okin, Esq., a partner at Okin, disclosed in court filings
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew S. Okin, Esq.
David L. Curry, Jr., Esq.
Ryan A. O'Connor, Esq.
Okin Adams Bartlett Curry, LLP
1113 Vine St., Suite 240
Houston, TX 77002
Tel: 713-228-4100
Fax: 346-247-7158
Email: mokin@okinadams.com
Email: dcurry@okinadams.com
Email: roconnor@okinadams.com
About Paradox Resources
Paradox Resources, LLC is a Houston-based integrated energy company
that now owns multiple producing oil and gas fields.
Paradox Resources and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90558) on May 22, 2023. In the petition signed by its chief
executive officer, Todd A. Brooks, Paradox Resources disclosed $50
million to $100 million in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Okin Adams Bartlett Curry, LLP as legal counsel;
Stout Risius Ross, LLC as restructuring advisor; and Donlin, Recano
& Co., Inc. as notice, claims and balloting agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru July 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Peace Equipment LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through July 17, 2023.
The Debtor requires the use of cash collateral to continue
operating its business.
Commercial Credit Group, Corporate Service Corp., Pathward
Financial, Inc. f/k/a Crestmark TPG, LLC, CT Corporate System,
Mulligan Funding (Corporate Service Corp.), Northeast Bank, Vox
Funding (Corporate Service Corp), TBK, Paccar Financial,
TransLease, Inc., Balboa Capital and BMO Harris Bank, N.A. have
UCC-1 financing statements filed against the Debtor.
As of the Petition Date, the Debtor owed funds to the Secured
Lenders for various loans.
The Debtor has changed its lender for its post-petition accounts to
Gulf Coast Bank & Trust Company d/b/a Phoenix Capital Group.
Pursuant to the terms of the DIP Factoring Agreement, Phoenix is
purchasing accounts and making advances to the Debtor.
The Debtor is directed pay to each of these adequate protection
payments:
a. TBK Bank, SSB
The Debtor will pay to TBK Bank, FSB on or before June 30,
2023, the amount of $4,750 relative to one 2021 Kenworth W990
tractor, one 2021 Kenworth T680 tractor, two 2021 Utility
Refrigerated Trailers with Carrier Units and three 2022 Utility
Refrigerated Trailers with Carrier Units.
b. Commercial Credit Group
The Debtor will pay to Commercial Credit Group the amount
of $7,595 on or before June 30, 2023, for one 2018 Utility VS2RA
refrigerated trailer with Carrier unit; three 2019 Utility VS2RA
refrigerated trailers with Carrier units; one 2020 Utility
refrigerated trailer with Carrier unit; one 2022 Utility
Refrigerated Trailer with Carrier unit; one 2017 Kenworth T660
sleeper tractor; three2019 Kenworth T680 sleeper tractors; one 2020
Kenworth T680 sleeper tractor; and one 2019 Kenworth W900 sleeper
tractor.
c. Paccar Financial
The Debtor will pay to Paccar Financial the amount of
$3,495 on or before July 7, 2023, for one Kenworth 2020 T680
tractor, one 2021 Kenworth W990 tractor and for one 2023 Kenworth
T680 tractor.
d. TransLease
The Debtor will pay to TransLease the amount of $1,170 on
or before July 7, 2023 for one 2022 Kenworth T680 tractor.
The Secured Lenders are granted postpetition liens against the same
types of property of the Debtor, to the same validity, extent and
priority, as existed as of the Petition Date, wherever located,
effective nunc pro tunc as of the Petition Date. The liens will be
deemed for all purposes to have been properly perfected, without
filing, as of the Petition Date.
These events constitute an "Event of Default":
(i) The Debtor violates or fails to timely satisfy,
post-petition, any term or condition of the Agreed Order;
(ii) A Chapter 11 trustee or examiner is appointed without the
consent of any Secured Creditor (except for the subpart V
trustee);
(iii) The Debtor sells or encumbers any item of property subject
to the Secured Creditors liens (including, without limitation, the
cash collateral), without the prior written consent of such Secured
Creditors or court authorization, except for those accounts
receivable sold to Phoenix;
(iv) The Debtor's Chapter 11 proceeding is converted to a
Chapter 7 proceeding or dismissed; or
(v) Insurance required under the loan agreements is allowed
tolapse by the Debtor, or is otherwise terminated.
The Debtor will, at all times, maintain insurance on the Equipment
Collateral as is required under the loan agreements for each
Secured Creditor with one or more insurance companies and will name
the Secured Lenders for each of the Equipment Collateral as
additional insured and loss payee on the insurance policies.
To the extent the Replacement Liens previously provided to CCG and
TBK prove inadequate to protect CCG and TBK from a demonstrated
diminution in the value of its collateral from the Petition Date,
then CCG and TBK are granted an administrative expense claim under
11 U.S.C. section 503(b) with priority in payment under 11 U.S.C.
section 507(b).
A further hearing on the matter is set for July 17, at 10 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=5QIvwR from PacerMonitor.com.
The Debtor projects $498,900 in total revenue and $473,734 in total
expenses for 30 days.
About Peace Equipment, LLC
Peace Equipment, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, represents the
Debtor as legal counsel.
PEACHSTATE PEDALING: Taps Rountree Leitman Klein & Geer as Counsel
------------------------------------------------------------------
Peachstate Pedaling, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Rountree,
Leitman, Klein & Geer, LLC as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the management of its property;
(b) prepare legal papers;
(c) assist with the examination of claims of creditors;
(d) assist with the formulation and preparation of a
disclosure statement and Chapter 11 plan of reorganization and with
the confirmation and consummation thereof; and
(e) perform all other legal services to administer the
Debtor's Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $595
Will B. Geer, Attorney $595
Michael Bargar, Attorney $595
Hal Leitman, Attorney $425
David S. Klein, Attorney $495
Alexandra Dishun, Attorney $425
Ceci Christy, Attorney $425
Elizabeth A. Childers, Attorney $395
Caitlyn Powers, Attorney $325
Shawn Eisenberg, Attorney $325
Elizabeth Miller, Paralegal $250
Sharon M. Wenger, Paralegal $225
Megan Winokur, Paralegal $175
Catherine Smith, Paralegal $150
The firm received a received a pre-bankruptcy retainer of $29,985.
William Rountree, Esq., a partner at Rountree Leitman Klein & Geer,
disclosed in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
About Peachstate Pedaling
Peachstate Pedaling, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55307) on June 6,
2023, with up to $100,000 in assets and up to $10 million in
liabilities. Eric Hunger, owner, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
PEER STREET: July 5 Deadline Set for Panel Questionnaires
---------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Peer Street, Inc.,
et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/uyt75jd9 and return by email it to
Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on July 5, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Peer Street
Headquartered in El Segundo, California, Peer Street is a
technology platform that democratizes access to real estate debt
investments. The company's unique technology-driven marketplace
enables investors to diversify their capital in a fixed-income
asset class that had previously been difficult for individuals to
access.
On June 26, 2023, Peer Street, Inc., and 14 affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10815).
The cases are pending before the Honorable Judge Laurie Selber
Silverstein.
PeerStreet is advised by Young Conaway and Kramer Levin as its
legal advisors (Joe Barry, jbarry@ycst.com; Brad O'Neill,
boneill@kramerlevin.com), David Dunn of Province, Inc. as Chief
Restructuring Officer (ddunn@provincefirm.com), and Piper Sandler
Loan Strategies, LLC as broker (C.K. Smith, ck.smith@psc.com).
Stretto, the claims agent, maintains the page
https://cases.stretto.com/peerstreet
PERSHARD INVESTMENTS: Hires Brian K. McMahon as Legal Counsel
-------------------------------------------------------------
Pershard Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Brian K.
McMahon, PA to handle its Chapter 11 case.
The firm's services include:
(a) advising the Debtor with respect to its powers and
duties;
(b) advising the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) preparing legal papers;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
The firm will charge $400 per hour for its services. Brian K.
McMahon received a retainer in the amount of $3,000.
Brian McMahon, Esq., an attorney at Brian K. McMahon, PA, disclosed
in a court filing that he is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian K. McMahon, Esq.
Brian K. McMahon, PA
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-2500
Facsimile: (561) 478-3111
Email: brian@bkmbankruptcy.com
About Pershard Investments
Pershard Investments, LLC owns and operates two Great Clip
franchise locations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14552) on June 12,
2023. In the petition signed by Raam K. Pershard, managing member,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the
Debtor as legal counsel.
PHOENIX SERVICES: 92% Markdown for $465M Bank Debt
--------------------------------------------------
Participations in a syndicated loan under which Phoenix Services
International LLC is a borrower were trading in the secondary
market around 8.2 cents-on-the-dollar during the week ended Friday,
June 30, 2023, according to Bloomberg's Evaluated Pricing service
data.
The $465 million facility is a Term loan that is scheduled to
mature on March 1, 2025. The amount is fully drawn and
outstanding.
Phoenix Services International LLC operates as a steel producer.
The Company produces steel products from scrap metal, as well as
offers slag handling and scrap preparation services.
Headquartered in Radnor, Pennsylvania, Phoenix Services
International LLC provides on-site steel mill services such as the
removal, handling, and processing of slag, metal recovery, scrap
preparation, material handling, aggregate sales and other ancillary
services and generated about $400 million in revenues for the LTM
period ended June 30, 2022.
PLOURDE SAND: Property Sale Proceeds to Fund Plan
-------------------------------------------------
Plourde Sand & Gravel Co., Inc., filed with the U.S. Bankruptcy
Court for the District of New Hampshire a Disclosure Statement
pertaining to Chapter 11 Plan dated June 29, 2023.
Members of the Plourde family have owned and operated the Debtor
and its Business for decades. Daniel Plourde, who is the present
Equity Holder, inherited the Equity Interests from his mother, the
late Mary Plourde, who inherited them from her husband, Oscar
Plourde.
Shortly before the Petition Date, Green Lake commenced foreclosure
proceedings against the Debtor's Real Estate. Efforts to resolve
the Disputes outside of bankruptcy failed. As a result, the Debtor
filed for protection under the Bankruptcy Code.
The Plan is a short-term liquidating plan that requires the Debtor
to sell the Property of the Estate within 18 months from the
Effective Date so it does not expose creditors to the risk of
holding Collateral for a long period of time.
The Plan is a liquidating plan of reorganization. The Confirmation
Order will make Dawn Plourde, the sole director of the Debtor, with
full power and lawful authority to manage the Debtor's Business and
implement the Plan. The Plan requires the Debtor to sell or
otherwise dispose of all of the Debtor's Property free and clear of
all Liens, Claims and Interests pursuant to Bankruptcy Code 363
within a period of approximately 12 months from the Effective Date
of the Plan or such later date as may be set by the Bankruptcy
Court for good cause shown.
The Plan exempts the Debtor and buyers of the Debtor's Property
from the Transfer Taxes that would otherwise be due and payable on
sales of the Real Estate sold pursuant to the Plan, which is
sometimes referred to as the 363 Real Estate. In keeping with the
legislative assumption that a sale free and clear of all Liens,
Claims and Interests maximizes the value of Property to be sold by
a debtor which led to the enactment of Bankruptcy Code Section 363,
the Plan gives creditors holding Allowed Claims a reasonable
expectation that the 363 Sales will result in significantly higher
prices than a traditional, arms-length sale or a foreclosure sale,
which is widely believed to realize 70% or less of fair market
value.
The Debtor has already identified a strong Stalking Horse for the
two most valuable properties and received a Term Sheet proposal
from that Person. Not only does the Stalking unquestionably have
the financial ability to close the purchase of the
AllenstownHooksett Pit purchase, but he has acquired properties in
Chapter 11 cases in the past. Further, the Stalking Horse has the
ability to provide the equipment necessary to the make the Pits
profitable.
Class 8 consists of Non-Priority Unsecured Claims. From the Net
Proceeds Available for Distribution to creditors holding Allowed
Claims in this Class from time to time, the Debtor shall pay each
Allowed Creditor a pro rata or fractional portion thereof in
payment or reduction of the Allowed Claim held by such creditor,
the numerator of which shall be the Allowed Amount of such claim
and the denominator of which shall be total of the Allowed Amounts
of the claims in this Class.
Dividends due Allowed Creditors in this Class shall be paid on the
later of the 30th day following the date of the 363 Sale or other
disposition that resulted in Net Proceeds Available for
Distribution to this Class or the Allowance Date of a Disputed or
disputable claim in this Class.
Class 9 includes only Daniel Plourde and any Person that hold or
claim to hold Equity Interest in the Debtor by, through or under
such equity interest holder. On the Effective Date of this Plan,
all of the Equity Interests held by the Equity Holder shall be
canceled without the payment of any Dividend.
The Debtor has received Term Sheets for the purchase and sale of
the Allenstown and Hooksett Pits. One Term Sheet proposes a price
of $4,200,000, increased or decreased by customary and usual
adjustments and pro-rations, free and clear of all Liens, Claims
and Interests pursuant to Bankruptcy Code Section 363.
The other Term Sheet proposes a purchase price of $4,300,000
subject to adjustment and pro-ration, which is payable in cash at
the closing of the transaction although the parties will discuss a
good faith deposit. This offeror may want to buy some or all of the
Equipment. He has agreed to create a pool of $100,000 to pay
Priority and Non-Priority Unsecured Creditors holding Allowed
Claims in the order of priority established by this Plan. The
Debtor has agreed to request a break-up fee and bid protection for
this offeror.
The Debtor expects to file a Motion for Approval of Sale and Bid
Procedures and Motion for Approval of Sale by the time of the
hearing on the adequacy of the Disclosure Statement but would
likely seek approval as part of the Confirmation process to ensure
that the transaction moves forward without unnecessary delay. The
Debtor shall convey the Allenstown and Hooksett Pits and perhaps
some or all of the Equipment to this Offeror or such other person
as may be designated by the Bankruptcy Court for the purchase price
and on the terms approved by such Bankruptcy Court through the 363
Sale Price.
A full-text copy of the Disclosure Statement dated June 29, 2023 is
available at https://urlcurt.com/u?l=NoOEJf from PacerMonitor.com
at no charge.
Counsel for the Debtor:
William S. Gannon, Esq.
William S. Gannon PLLC
740 Chestnut Street
Manchester, NH 03104
Tel: (603) 621-0833
Fax: (603) 621-0830
Email: bgannon@gannonlawfirm.com
About Plourde Sand & Gravel
Plourde Sand & Gravel Co., Inc., owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed
by Daniel O. Plourde, sole shareholder and vice president, the
Debtor disclosed $9,192,623 in assets and $8,072,411 in
liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC is the Debtor's legal counsel.
POLAR US BORROWER: $1.48B Bank Debt Trades at 21% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 79.4
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion facility is a Term loan that is scheduled to
mature on October 15, 2025. About $1.36 billion of the loan is
withdrawn and outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
PRIMAL MATERIALS: Court OKs Cash Collateral Access Thru Oct. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Abilene Division, authorized Primal Materials, LLC to continue
using cash collateral following a hearing on June 28.
In an order dated June 29, the Debtor is permitted to use cash
collateral on an interim basis in accordance with the budget,
through October 31, 2023. Absent secured creditors' consent to the
further use of Cash Collateral consistent with the terms of the
Order, any use thereof must be based upon further Court order.
The Bankruptcy Court directed the Debtor to provide on or before
the end of business on July 15, 2023, the Secured Creditors
evidence that it has opened an account styled as "Debtor in
Possession Account". The Debtor must immediately deposit into the
Cash Collateral Account all Cash Collateral, including all Cash
Collateral presently in the possession of or under the control of
the Debtor, and all Cash Collateral generated or received
subsequent to the Petition Date. All funds on deposit in the Cash
Collateral Account are and shall constitute Secured Creditors' Cash
Collateral under 11 U.S.C. Section 363 and are subject to the terms
of this Order.
As of the Petition Date, liens or other interests are asserted
against the cash collateral of the Debtor by ALJR Ventures, LLC and
FundThrough USA Inc.
As of the Petition Date, the Debtor had available cash reserves of
$12,000 and accounts receivable of $185,000.. The peak season has
commenced and ongoing operations are anticipated to continue to
generate revenue sufficient to not only support current operating
expenses, but an exit from this reorganization proceeding. The
available cash reserves, together with accounts receivable,
constitute the "Cash Collateral" of the Debtor.
The Secured Creditors will receive, as adequate protection to the
extent of the diminution in value of each of their perfected
interests in the cash collateral, a replacement lien in their
respective prepetition collateral and proceeds of their respective
prepetition collateral.
The Adequate Protection Liens will be (i) supplemental to and in
addition to the prepetition liens or interests of each respective
Secured Creditor; (ii) accorded the same validity and priority as
enjoyed by the prepetition liens or interests immediately prior to
the Petition Date; and (iii) deemed to have been perfected
automatically effective as of the entry of the Order without the
necessity of filing of any UCC-1 financing statement, state or
federal notice, mortgage or other similar instrument or document in
any state or public record or office and without the necessity of
taking possession or control of any collateral.
As additional adequate protection for the Secured Creditors'
interests, the Debtor currently maintains and will continue to
maintain appropriate insurance coverage at acceptable levels.
In addition, as additional adequate protection for the interests of
ALJR the Cash Collateral, the Debtor must commence making adequate
protection payments to ALJR on or before August 1, 2023, and on the
first day of each month thereafter until otherwise directed by the
Court or by operation of law, in the amount of $5,000.
Unless extended or specifically waived in writing by the Secured
Creditor, the Debtor's right and authority to use Cash Collateral
shall immediately terminate upon the earlier of 5:00 p.m. on
October 31, 2023, or the occurrence of any of these Events of
Default:
a) Ten days following either a Secured Creditor's delivery of
a notice (either written or via email) of a breach by the Debtor of
any obligation under this Order which breach remains uncured or
otherwise continues to exist at the end of such 10-day notice
period;
b) Conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code; and
c) The entry of any order modifying, reversing, revoking,
staying, rescinding, vacating or amending this Order without the
express prior written consent of the Secured Creditor (and no such
consent shall be implied from any action, inaction, course of
conduct or acquiescence by the Secured Creditor).
The Debtor's obligations to the Secured Creditors and the liens,
security interests, and superpriority claims granted are subject
and subordinate to the Carve-Out for fees owed pursuant to 28
U.S.C. section 1930 as well as fees and expenses of the Subchapter
V trustee including, without limitation, fees owed pursuant to 11
U.S.C. section 1194, plus up to $50,000 of allowed fees and
expenses of professionals employed by the Debtor in the subject
bankruptcy case during the time the case is in chapter 11.
For the period from June 1 to October 31, the Debtor projects
$550,000 in cash receipts and $547,323 in total cash payments.
About Primal Materials, LLC
Primal Materials, LLC is a locally owned and operated company,
providing dirt moving and excavation services for ranchers and new
construction sites in the Big Country surrounding Abilene, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-10081) on June 12,
2023. In the petition signed by Victor John Hirsch, III,
member/manager, the Debtor disclosed up to $500,000 in assets and
up to $10 million in liabilities.
Joseph F. Postnikoff, Esq., at Rochelle McCullough, LLP, serves as
counsel to the Debtor.
PRIME PLUMBING: Seeks to Hire Douglas Jacobson as Counsel
---------------------------------------------------------
Prime Plumbing Services, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Law Offices of Douglas
Jacobson, LLC as its legal counsel.
The firm will render these services:
a. advise and consult with the Debtor concerning questions
arising in the conduct of the administration of the estate and
concerning the Debtor's rights and remedies with regard to the
estate's assets and the claims of secured, preferred and unsecured
creditors and other parties in interest;
b. appear for, prosecute, defend and represent the Debtor's
interest in suits arising in or related to the bankruptcy case;
c. investigate and prosecute preference and other actions
arising under the Debtor in Possession's avoidance powers; and
d. assist in the preparation of such pleadings, motions,
notices and orders as are required for the orderly administration
of this estate; and to consult with and advise the Debtor in
connection with the operation of or the termination of the
operation of the business of the Debtor.
Douglas Jacobson will be paid at these hourly rates:
Attorneys $300
Paraprofessionals $75
Douglas Jacobson received $18,476 pre-petition from Debtor and
billed $1,787.50 for pre-petition fees and $1,738.00 for the
Chapter 11 filing fee.
Douglas Jacobson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Douglas Jacobson, a partner at the Law Offices of Douglas Jacobson,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Douglas Jacobson can be reached at:
Douglas Jacobson, Esq.
LAW OFFICES OF DOUGLAS JACOBSON, LLC
107 Colony Park Drive, Suite 100
Cumming, GA 30040
Tel: (678) 341-9114
E-mail: douglas@douglasjacobsonlaw.com
About Prime Plumbing Services
Prime Plumbing Services, LLC is a building equipment contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20661) on June 13,
2023. In the petition filed by James Coberly, sole member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge James R. Sacca oversees the case.
Douglas Jacobson, Esq., at the Law Offices of Douglas Jacobson,
LLC, represents the Debtor as legal counsel.
PROFESSIONAL CHARTER: Taps Bachecki Crom & Co. as Accountant
------------------------------------------------------------
Professional Charter Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Bachecki, Crom & Co., LLP, Certified Public Accountants.
The Debtor requires an accountant to perform tax analysis; prepare
tax returns and monthly operating reports; analyze employee
retention credits (ERCs) and tax claims filed in its Chapter 11
case; and provide other accounting services.
The firm will be paid at these rates:
Partners $495 - $630 per hour
Senior Accounts $375 - $480 per hour
Junior Accountants $175 - $370 per hour
As disclosed in court filings, Bachecki, Crom & Co. is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jay D. Crom, CPA
Bachecki, Crom & Co., LLP
400 Oyster Point Blvd Ste 106 South
San Francisco, CA 94080
Phone: (415) 398-3534
About Professional Charter Services
Professional Charter Services, LLC is a San Francisco-based bus
charter company founded in 2008.
Professional Charter Services filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No.
23-30264) on April 25, 2023, with $2,652,026 in assets and
$6,709,007 in liabilities. Celeste Orozco, vice president of
Professional Charter Services, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor tapped Brent D. Meyer, Esq., at Meyer Law Group, LLP as
legal counsel and Bachecki, Crom & Co., LLP as accountant.
PROJECT BOOST: Moody's Affirms 'B3' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Project Boost Purchaser,
LLC's (Project Boost) B3 corporate family rating, its B3-PD
probability of default rating and its B2 senior secured bank credit
facility (domestic) on its first lien term loan and revolving
credit facility. The outlook remains stable.
In the same rating action, Moody's has reassigned the CFR and PDR
to Boost Parent, L.P. (Boost) from Project Boost based on the fact
that the financial statements are issued at Boost with Project
Boost as the only operating company. To reflect this Moody's has
assigned a B3 CFR, B3-PD PDR and stable outlook to Boost and will
withdraw the B3 CFR and B3-PD PDR at Project Boost.
"The affirmation reflects Boost's good performance and demonstrated
a track record of strong revenue and EBITDA growth supported by
good acquisition integration and positive free cash flow over the
past three years," Says Vice President Dion Bate. "However, Boost's
interest coverage will weaken primarily because of the increase in
debt servicing on its floating rate debt," adds Mr Bate.
Assignments:
Issuer: Boost Parent, L.P.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Affirmations:
Issuer: Project Boost Purchaser, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2
Outlook Actions:
Issuer: Boost Parent, L.P.
Outlook, Assigned Stable
Issuer: Project Boost Purchaser, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Boost's rating is constrained by: 1) high financial leverage with
Moody's adjusted debt to EBITDA of 8.4x, declining below 8x over
the next 12-18 months 2) unhedged floating rate debt exposed to
higher interest rates resulting in adjusted EBITA/interest expense
trending below 1.5x through 2024; 3) customer concentration in the
North American automotive industry; and 4) Moody's expectation that
Boost will remain acquisitive potentially leading to debt funded
acquisitions which could delay Boost's path toward deleveraging.
Boost's rating benefits from: 1) a robust catalog of proprietary
data that drives the company's value proposition to automotive
dealers and OEMs, which creates barriers to entry against any
significant competition; 2) low capital intensity and flexible cost
structure supports Boost's ability to generate good free cash flow;
and 3) good liquidity with no term debt maturities until May 2026.
Boost has good liquidity. Moody's expects sources of liquidity to
be around $275 million over the next four quarters to June 2024
compared to uses of around $16 million mandatory debt amortization
payments. Sources are comprised of expected free cash flow of
around $60 million to June 2024, cash balances of around $148
million and full availability under the company's $68.3 million
revolving credit facility (RCF) expiring May 2026. While Boost has
$11.7 million of its total $80 million RCF expiring May 2024,
Moody's does not give liquidity benefit to facilities expiring
within 1 year. The company's first lien credit facility features a
springing covenant based on revolver utilization over a certain
threshold. Moody's do not expect it to become operable over the
next 12-18 months, but would expect the company to remain in
compliance if tested.
Boost's senior secured first lien facilities are rated B2, one
notch above the B3 corporate family rating (CFR), reflecting their
first priority security interest in assets and the loss absorption
provided by the $415 million second lien term loan (unrated). The
first lien debt is secured by substantially all assets of Boost and
its subsidiaries.
The stable ratings outlook reflects Moody's expectation that Boost
will continue to grow EBITDA such that financial leverage will
decline below 8x through 2023, generate positive free cash flow and
maintain good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity deteriorates if,
debt/EBITDA (including Moody's standard adjustments and expensing
capitalized software costs) is sustained above 8x, free cash flow
were to be negative, or EBITA/interest is sustained below 1x.
The ratings could be upgraded if adjusted debt/EBITDA is sustained
below 6x, if free cash flow/debt sustained above 5%, or if
EBITA/Interest sustained above 2x.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Boost Parent, L.P. is the holding company of Project Boost
Purchaser, LLC the debt issuer and holding company of Autodata,
Inc., a Canada-based software applications and consulting company.
The combined company's focus is on providing data analytics and
technology solutions to automotive OEMs and dealerships, insurance
companies and financial institutions.
PROSPERITAS LEADERSHIP: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------------
Prosperitas Leadership Academy, Inc. asks the U.S. Bankruptcy Court
for the Middle District of Florida, Orlando Division, for authority
to use cash collateral and adequate protection to Black Business
Investment Fund.
The Debtor estimates it will require the use of approximately
$506,028 of cash collateral to continue to maintain operations
through the end of December 2023, and depending on the month, a
greater or lesser amount will be required each comparable period
thereafter.
The Debtor's business has been adversely affected by a debt owed to
DriRite. In 2018, the Debtor's building was vandalized, which
caused major flooding to the building. DriRite performed flood
services charging the Debtor approximately $231,507. DriRite
assured the Debtor that all services would be covered under the
Debtor's insurance policy and proceeded with the flood restoration.
Unbeknownst to the Debtor, the Debtor's insurance policy was not in
effect to cover the newly built building. DriRite sued the Debtor
and obtained a final judgment for $455,699, and a foreclosure sale
was scheduled for June 22, 2023.
As of the Petition Date, the Debtor has approximately $34,353 of
cash in deposit accounts.
The Debtor owes approximately $85,000 to Black Business Investment
Fund that is secured by a UCC Financing Statement (Doc No.
202108672794) filed on October 4, 2021.
As adequate protection for the use of BBIF's cash collateral, the
Debtor proposes to grant BBIF a replacement lien to the same
validity, extent, and priority as BBIF's prepetition liens.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=iySxTb from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$84,57 for July 2023;
$84,57 for August 2023;
$84,57 for September 2023;
$84,57 for October 2023;
$84,57 for November 2023; and
$84,57 for December 2023.
About Prosperitas Leadership Academy, Inc.
Prosperitas Leadership Academy, Inc. is a public charter school for
residents of Orange County, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02443) on June 21,
2023. In the petition signed by Michael Spence, Board president,
the Debtor disclosed $2,009,763 in assets and $2,533,820 in
liabilities.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the
Debtor as legal counsel.
QUEST SOFTWARE: $2.81B Bank Debt Trades at 22% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around
78cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $2.81 billion facility is a Term loan that is scheduled to
mature on February 1, 2029. About $2.79 billion of the loan is
withdrawn and outstanding.
Quest Software Inc. provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QUEST SOFTWARE: $765M Bank Debt Trades at 33% Discount
------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 66.7
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $765 million facility is a Term loan that is scheduled to
mature on February 1, 2030. The amount is fully drawn and
outstanding.
Quest Software Inc. provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
R & D CARPENTER: Amends b1Bank Bank Secured Claims Pay Details
--------------------------------------------------------------
R & D Carpenter Holdings, LLC, submitted a First Amended Small
Business Combined Plan of Reorganization and Disclosure Statement
dated June 29, 2023.
After the filing of the bankruptcy petition, R & D was authorized
to continue in business under the protection of the Bankruptcy Code
and to attempt to work out an arrangement with creditors on a plan
for the repayment of its debts.
The Debtor's sole income comes from the rent collected on the 2007
CLAT mobile home and from contributions made by Rick & Diana
Carpenter for the use of their family home.
Class 1 consists of the Allowed Secured Claim # 1 of b1Bank. This
secured claim of b1Bank is secured by a first mortgage on the
residential real property located at 3603 Melancon Road, Louisiana
owned by the Debtor. This is a fully secured claim. As of the date
of filing of this Plan, the Allowed Secured Claim # 1 of b1Bank is
$178,588.42 inclusive of accrued interest and attorney fees. The
Allowed Secured Claim # 1 of the b1Bank will be amortized over 120
months and accrue interest at rate of 8.75% per annum from date
until paid and will be satisfied by payments of 83 equal monthly
payments in the amount of $2,248.03 each and one final payment on
the 84th month in an amount equal to the entire unpaid balance of
principal and interest then due shall be immediately due and
payable.
In addition, the Debtor shall pay all insurance and taxes. The
first payment being due on the 10th day following an order granting
adequate protection or the first day of the first month subsequent
to the Effective Date of the Plan, whichever occurs first, with
each succeeding payment being due on the same day of each month
thereafter. Until the Allowed Secured Claim of b1Bank is paid in
full, b1Bank will retain its lien on the Debto'’s assets to the
same extent held on the Petition Date. b1Bank reserves the right to
request the Debtor to execute a new promissory note or change in
terms agreement incorporating the existing proposed terms. This is
for the purpose of documenting its files for regulatory purposes.
Class 2 consists of the Allowed Secured Claim # 2 of b1Bank. This
secured claim of b1Bank is secured by a first mortgage on a 2007
CLAT mobile home located at 2817 Buckskin Lane, New Iberia,
Louisiana owned by the Debtor. This is a fully secured claim. As of
the date of filing of this Plan, the Allowed Secured Claim # 2 of
b1Bank is $13,855.27 inclusive of accrued interest and attorney
fees as set forth in the proof of claim filed by b1Bank in this
matter. The Allowed Secured Claim # 2 of the b1Bank will be
amortized over 60 months and accrue interest at rate of 8.75% per
annum from date until paid and will be satisfied by payments of 60
equal monthly payments in the amount of $285.93 each.
In addition, the Debtor shall pay all insurance and taxes. The
first payment being due on the 10th day following an order granting
adequate protection or the first day of the first month subsequent
to the Effective Date of the Plan, whichever occurs first, with
each succeeding payment being due on the same day of each month
thereafter. Until the Allowed Secured Claim of b1Bank is paid in
full, b1Bank will retain its lien on the Debtor's assets to the
same extent held on the Petition Date. b1Bank reserves the right to
request the Debtor to execute a new promissory note or change in
terms agreement incorporating the existing proposed terms.
There are no known unsecured creditor claims.
R & D believes it will have sufficient income to make payments to
all creditors. R & D has performed well during this Chapter 11 case
and has sufficient income to make plan payments. R & D's history
shows that it can make the proposed plan payments. Operating
reports have been filed by the Debtor which reports include
financial data since December 2022.
A full-text copy of the First Amended Combined Plan and Disclosure
Statement dated June 29, 2023 is available at
https://urlcurt.com/u?l=pQBPzi from PacerMonitor.com at no charge.
Attorney for the Debtor:
D. Patrick Keating, Esq.
The Keating Firm, APLC
P.O. BOX 3426
Lafayette, LA 70502
Phone: (337)594-8200
Email: rickkeating@charter.net
About R & D Carpenter Holdings
R & D Carpenter Holdings, LLC, sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
22-50815) on Dec. 1, 2022, with as much as $1 million in both
assets and liabilities. D. Patrick Keating, Esq., at The Keating
Firm, APLC represents the Debtor as counsel.
R&G DEVELOPMENT: Amends BRMK Loan Claim Pay Details
---------------------------------------------------
R&G Development Group, LLC, submitted a First Amended Disclosure
Statement for First Amended Chapter 11 Plan dated June 29, 2023.
The Debtor filed this Chapter 11 in order to retain possession of
the Project so that the significant equity therein can be maximized
for the benefit of all creditors and equity holders through a sale
of the Project as is, or by obtaining financing to complete the
Project and to pay creditors through a subsequent sale or permanent
financing.
In the Receivership Action, BRMK Lending asserted a claim of not
less than $3,589,701.83 against the Debtor, secured by the BRMK
Deed of Trust against the Project. The claim of BRMK Lending
relating to funds advanced under the BRMK Loan as set forth in the
proof of claim to be filed by BRMK is referred to herein as the
"BRMK Loan Claim."
The Debtor believes it holds claims against its secured lender,
BRMK, based upon the events precipitating the Debtor's bankruptcy,
including but not limited to BRMK's failure to fully fund the loan
and its failure to extend the maturity date of its loan (the
"Debtor-Asserted BRMK Claims"). BRMK's failure to extent maturity
deprived the Debtor of an opportunity to complete the Project and
sell it in its completed state. Moreover, shortly after BRMK
advised that it would not, after all, extend the maturity date, it
moved for the appointment of a receiver. Consequently, the Debtor
was forced to file its Chapter 11 bankruptcy to ensure a prompt
sale of the Project at a competitive market price for the benefit
of all creditors.
Class 1 consists of the Reconciled BRMK Loan Claim purportedly
secured by the BRMK Deed of Trust (the "Class 1 Claim"). To the
extent the Debtor agrees with the calculation of the BRMK Loan
Claim, such amount will constitute the "Reconciled BRMK Loan
Claim."
To the extent the Debtor does not agree with the calculation of the
BRMK Loan Claim, and the parties cannot reach agreement through
informal means, the Debtor will file an objection to the
calculation with the Court within 60 days of the date upon which
BRMK filed its proof of claim. BRMK will have 10 days to respond to
such objection. If the parties are unable to resolve the dispute,
the Debtor may set a hearing on the matter upon 5 days' notice. In
the event the matter is set for hearing before the Court, the Court
shall determine the appropriate amount of the BRMK Loan Claim and
such amount will constitute the Reconciled BRMK Loan Claim. The
period of time from the date BRMK files its proof of claim through
determination of the Reconciled BRMK Loan Claim is referred to
herein as the "BRMK Reconciliation Period."
Interest accuring on the BRMK Loan Claim after Confirmation shall
bear interest at the non-default contract rate of 12% per annum.
The Debtor will pay the Reconciled BRMK Loan Claim on the later of
(1) a Funding Event or (2) three Business Days after the amount of
the Reconciled BRMK Loan Claim is determined. Notwithstanding the
foregoing, at any time after Confirmation and during the BRMK
Reconciliation Period, the Debtor may pay to BRMK the amount that
the Debtor believes is then owed (the "Debtor Calculated BRMK Loan
Claim") and reserve the difference between the amount so paid and
the amount of the BRMK Loan Claim asserted in BRMK's proof of claim
plus 60 days of interest thereon at the rate of 12% per annum (the
"BRMK Reserve").
The Reconciled BRMK Loan Claim shall not constitute an Allowed
Claim and the determination and/or payment of the Reconciled BRMK
Loan Claim shall not constitute res judicata with respect to or
otherwise preclude the Debtor's future prosecution of the Debtor
Asserted BRMK Claims. The fact that the Reconciled BRMK Loan Claim
is not an Allowed Claim shall not render the Bankruptcy Case not
fully administered for purposes of closing the Bankruptcy Case or
entry of a final decree.
Like in the prior iteration of the Plan, holders of Class 11
General Unsecured Claims shall be paid from the PCHS Sale Proceeds,
the Completed Project Proceeds, the Permanent Financing Proceeds,
or the Alternative Sale Proceeds, as the case may be, after full
satisfaction of the Class 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 Claims.
To the extent the PCHS Sale Proceeds, Completed Project Proceeds or
Alternative Sale Proceeds are insufficient to pay Class 11 Claims
in full, each Holder of a Class 11 Claim shall receive its Pro Rata
share of such proceeds.
The Debtor shall proceed with a sale of the Project to PCHS (the
"PCHS Sale") pursuant to the terms of the PCHS Sale Agreement as
though fully set forth in this section. The PCHS Sale shall be free
and clear of liens, claims, and encumbrances. The net proceeds of
the PCHS Sale, after payment of closing costs (the "PCHS Sale
Proceeds") shall be distributed to Holders of Claims in Classes
1-11. Any addenda to the PCHS Sale Agreement entered into after the
filing of the Plan, if any, shall be filed and served no later than
7 days prior to the date fixed by the Court for objections to
confirmation.
A full-text copy of the First Amended Disclosure Statement dated
June 29, 2023 is available at https://urlcurt.com/u?l=6D63Oa from
PacerMonitor.com at no charge.
Debtor's Counsel:
Christine Tobin-Presser, Esq.
Bush Kornfeld, LLP
601 Union Street, Suite 5000
Seattle, WA 98101
Telephone: (206) 292-2110/(206) 521-3856
Facsimile: (206) 292-2104
Email: ctobin@bskd.com
About R&G Development Group
R&G Development Group, LLC, owns land and partially constructed
apartment building located at 2090 Wheaton Way, Bremerton, WA
valued at $5.3 million.
R&G Development Group filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 23-10817) on May 4, 2023,
listing $5,430,876 in assets and $4,784,404 in liabilities. Willie
Gilbert as managing member, signed the petition.
BUSH KORNFELD LLP serves as the Debtor's legal counsel.
R&G DEVELOPMENT: Unsecureds Owed $609K to Get Share of Proceeds
---------------------------------------------------------------
R&G Development Group, LLC, submitted a First Amended Disclosure
Statement for its First Amended Plan of Liquidation and/or
Reorganization.
Pursuant to and in accordance with the specific terms of the Plan,
funds realized from the Debtor's assets will be distributed to
Holders of Allowed Claims and others in accordance with the
priorities set forth in the Bankruptcy Code.
The Debtor is a Washington limited liability company formed in
April 2021 by equal members Willie Gilbert and Chad Ronquillo for
the purpose of acquiring and developing real estate. In December
2021, the Debtor acquired certain land located at 2090 Wheaton Way,
Bremerton, WA 98310, for which the necessary permits had already
been obtained for the construction of a 29-unit apartment building
(the "Project").
Under the Plan, holders of Class 11 Allowed Unsecured Claims total
$609,658.58 and will be paid from the PCHS Sale Proceeds, the
Completed Project Proceeds, the Permanent Financing Proceeds, or
the Alternative Sale Proceeds, as the case may be, after full
satisfaction of Class 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 Claims. To
the extent the PCHS Sale Proceeds, Completed Project Proceeds, or
Alternative Sale Proceeds are insufficient to pay Class 11 Claims
in full, each Holder of a Class 11 Claim shall receive its Pro Rata
share of such Proceeds. Class 11 is impaired.
PCHS Sale
The Debtor shall proceed with a sale of the Project to PCHS (the
"PCHS Sale") pursuant to the terms of the PCHS Sale Agreement as
though fully set forth in this section. The PCHS Sale shall be free
and clear of liens, claims, and encumbrances pursuant to Bankruptcy
Code section 363. The net proceeds of the PCHS Sale, after payment
of closing costs (the "PCHS Sale Proceeds") shall be distributed to
Holders of Claims in Classes 1-11 in accordance with Sections
IV.B.1-11 of the Plan (described in Sections IV.B.1-11 of this
Disclosure Statement). Any addenda to the PCHS Sale Agreement
entered into after the filing of the Plan, if any, shall be filed
and served no later than 7 days prior to the date fixed by the
Court for objections to confirmation.
Completion Funding
To the extent the PCHS Sale does not close for any reason, the
Debtor shall have a period of 60 days (the "Permitted Completion
Funding Period") from the date on which the PCHS Sale Agreement is
terminated by either party thereto to obtain financing in an amount
that is sufficient to satisfy the Class 1 Claim and complete the
Project (the "Completion Funding"). The Project will be listed with
a listing agent during the Permitted Completion Funding Period. To
the extent Completion Funding is obtained, and upon completion of
the Project (the "Completed Project"), the Debtor will promptly
either (a) obtain permanent financing, the proceeds of which (the
"Permanent Financing Proceeds") will be used to pay Classes 2
through 11 in accordance with Sections IV.B.2-11 of the Plan
(described in Sections IV.B.2-11 of this Disclosure Statement), or
(b) market and sell the Project (the "Completed Project Sale"). The
Completed Project Sale shall be free and clear of liens pursuant to
Bankruptcy Code section 363 and the net proceeds of the Completed
Project Sale net of closing costs (the "Completed Project
Proceeds") will be distributed to Holders of Claims in Classes 2-11
in accordance with Sections IV.B.2-11 of the Plan (described in
Sections IV.B.2-11 of this Disclosure Statement).
Alternative Sale
To the extent the PCHS Sale does not close for any reason, the
Debtor shall immediately list the Project with a listing agent and
the Project shall be marketed during the Permitted Completion
Funding Period until and unless a Completion Funding transaction
closes. In the event the Debtor does not obtain Completion Funding
within the Permitted Completion Funding Period, the Debtor shall
sell the Project (the "Alternative Sale"). The Alternative Sale
shall be free and clear of liens, claims and encumbrances pursuant
to Bankruptcy Code section 363. The proceeds of the Alternative
Sale, net of closing costs shall be distributed to Holders of
Claims in Classes 1-11 in accordance with Sections IV.B.1-11 of the
Plan (described in Sections IV.B.1-11 of this Disclosure
Statement).
Attorney for the Debtor:
Christine M. Tobin-Presser, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Telephone (206) 292-2110
Facsimile (206) 292-2104
Email: ctobin@bskd.com
A copy of the First Amended Disclosure Statement dated June 21,
2023, is available at https://tinyurl.ph/bzMZT from
PacerMonitor.com.
About R&G Development Group
R&G Development Group owns land and partially constructed apartment
building located at 2090 Wheaton Way, Bremerton, WA valued at $5.3
million.
R&G Development Group filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 23-10817) on May 4, 2023,
listing $5,430,876 in assets and $4,784,404 in liabilities. Willie
Gilbert as managing member, signed the petition.
BUSH KORNFELD LLP serves as the Debtor's legal counsel.
R&M DISTRIBUTORS: Unsecureds to Get 100% With Interest in Plan
--------------------------------------------------------------
R&M Distributors, Inc., submitted a Chapter 11 Small Business Plan
and a Disclosure Statement dated June 21, 2023.
Under the Plan, Class 3 General Unsecured Claims total $25,694.37.
The debtor will pay 100% of the allowed unsecured claims to be paid
in monthly payments of $519.24 including 4.25% interest per annum,
for 60 months, beginning in the month 61 from the confirmation of
the case. The total payout is $31,154.42. Class 3 impaired.
Payments and distributions under the Plan will be funded from the
Debtor's post-petition income from the operation of their water
bottling and distribution plant.
Attorney for the Debtor:
Juan C. Bigas Valedon, Esq.
PO Box 7011
Ponce, PR 00732-7011
Tel: (787) 259-1000
Fax: (787) 842-4090
E-mail: cortequiebra@yahoo.com
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/OHcrT from PacerMonitor.com.
About R&M Distributors
R&M Distributors, Inc., sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03718) on Dec.
23, 2022, listing $100,001 to $500,000 in both assets and
liabilities.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Juan C. Bigas-Valedon, Esq., at Juan C. Bigas
Valedon Law Office as counsel and Osvaldo J. Alvarez Paduani, CPA,
as accountant.
R&W CLARK: Deadline to File Plan Extended to July 28
----------------------------------------------------
Judge Timothy A. Barnes has entered an order that the time for R&W
Clark Construction, Inc., to file its Chapter 11 Plan is extended
up to and including July 28, 2023.
In seeking the extension, the Debtor explains that it has been in
discussions with the Internal Revenue Service ("IRS") and the
Illinois Department of Employment Security ("IDES") regarding the
classification of their claims between secured, priority unsecured
and general unsecured. Based upon an agreement between the parties
as to the amount of the IRS' and IDES' secured claims. Although
the IRS has filed an amended Proof of Claim on June 7, 2023, the
IDES has not yet filed an amended Proof of Claim. The Debtor
requires amended figures from both the IRS and the IDES as to the
amount their priority unsecured and general unsecured claims in
order to formulate a Plan of Reorganization.
About R&W Clark Construction
R&W Clark Construction, Inc., filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-03279) on March 11, 2023. In the petition filed by Richard
Clark, president and sole shareholder, the Debtor reported up to
$50,000 in assets and up to $10 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Gregory K. Stern, PC, as counsel and Ziegler &
Associates, Ltd., as accountant.
RANDAZZO'S CLAM: Unsecureds to Split $50K in Liquidating Plan
-------------------------------------------------------------
Randazzo's Clam Bar of NY Inc. filed with the U.S. Bankruptcy Court
for the Eastern District of New York a Chapter 11 Liquidating Plan
and a Disclosure Statement onJune 27, 2023.
The Debtor operates a world-famous seafood restaurant in Brooklyn,
NY and has been in existence for decades.
COVID-19 Pandemic and shut down of restaurant industry by city for
more than two years had a devastating affect on Debtor and it
sales. It is only since all COVID restrictions were lifted that
sales have resumed to pre COVID numbers.
Since Petition Date, Debtor has operated its business and has
entered into a so-ordered cash collateral and repayment agreement
with its secured creditors Novak Funding and Forever Funding which
agreement reduced said secured claim from $120,000 to $80,000 and
allows it to be paid interest free at a rate of $5,000 per month.
Debtor has also entered into a so-ordered stipulation with Grub Hub
which resulted in Grub Hub remitting $25,733.11 owed to it from
Grub Hub. Debtor has also entered into a so-ordered stipulation
with its landlord wherein its time to assume or reject its lease is
extended until September 5, 2023.
Plan provides for an auction sale of Property on September 2023
with proceeds of Sale to be distributed to creditors pursuant to
relative priorities under Bankruptcy Code and applicable state law.
Grandma's Clam Bar LLC ("GCB"), the entity that Debtor has entered
into a contract with to sell Debtor's business and assets to has
agreed to pay a sum sufficient to ensure:(i) payment of
Administrative Claims and Priority Claims in full; (ii) payment off
secured claim in full; (iii) payment of landlord's claim in full
overtime; (iv) payment of up to $50,000 to be distributed pro-rata
to holders of Allowed General Unsecured Claims.
Class 1 Claims consist of Allowed Secured Claim of Novak Funding
and Forever Funding. As per stipulation, they have reduced claim
from $120,000 to $80,000 and are being paid interest free at a rate
of $5,000 per month. On Effective Date, GCB will agree to continue
to make said monthly payments until $80,000 is paid in full. As
said creditor is taking less than owed and are not receiving
interest, Class 1 Claim is impaired, and entitled to vote on Plan.
Amount due on said claim as of June 15, 2023 is $70,000.
Class 2 Claims consists of claim of landlord Seagull Partners LLC
for rent and additional rent arrears of $330,540.49. GCB will pay
$75,000 on account of same on Effective Date and shall pay balance
of $255,540.49 at a rate of $7,500 a month for 33 consecutive
months commencing 30 days after Effective Date. As said creditor is
taking payment over time and is not receiving interest Class 2
Claim is impaired and entitled to vote on Plan.
Class 3 Claims consist of Allowed General Unsecured Claims. On
Claim Resolution Date, and after payment of Allowed Administrative
Claims, Allowed Priority Claims, Allowed Class 1 Claim and Class 2
in full, Disbursing Agent shall pay a pro-rata share of up to
$50,000 provided that the amount of distribution to holders of
Allowed Class 3 Claims shall not exceed 100% of Allowed Claims.
Class 3 Claims are impaired and entitled to vote on Plan. Debtor
estimates that amount of Class 3 Claims is approximately
$425,000.00.
Class 4 consist of Interests in Debtor. On Effective Date, after
payment of Allowed Administrative Claims, Allowed Priority Claims,
Allowed Class 1 Claim, Allowed Class 2 Claim, Allowed Class 3
Claims, Disbursing Agent shall pay remaining proceeds, if any, from
sale of Property to holder of Allowed Class 4 Interests. Following
Closing of Sale of Property pursuant to Article VII of Plan and
payment of any distribution to holder of Class 4 Interests, Class 4
Interests shall be cancelled. Class 4 Interests are impaired.
Funds required for Plan confirmation and performance shall be
provided from proceeds from Sale of Property.
A full-text copy of the Disclosure Statement dated June 27, 2023 is
available at https://urlcurt.com/u?l=uNlTcP from PacerMonitor.com
at no charge.
Attorney for Debtor:
Vincent M. Lentini, Esq.
1129 Northern Blvd., Suite 404
Manhasset, New York 11030
Phone: (516) 228-3214
Email: vincentmlentini@gmail.com
About Randazzo's Clam Bar of NY
Randazzo's Clam Bar NY Inc. operates a world-famous seafood
restaurant in Brooklyn, NY.
Randazzo's Clam Bar filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 23-41151) on April 3, 2023, with as much as $1
million in assets and $100,001 to $500,000 in liabilities. Judge
Nancy Hershey Lord oversees the case.
The Debtor tapped Vincent M. Lentini, Esq., as bankruptcy attorney
and Ross Strent and Company, LLP as accountant.
Secured creditors Novac Equities, LLC and Forever Funding, LLC are
represented by Todd A. Zuckerbrod, Esq.
RAPID P&P: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rapid P&P LLC
DBA Rapid Prototypes
29010 Walton
Bentonville, AR 72712
Business Description: Rapid P&P is a service company providing
retail suppliers with solutions to problems
both large and small.
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Western District of Arkansas
Case No.: 23-70907
Judge: Hon. Bianca M. Rucker
Debtor's Counsel: Stanley V. Bond, Esq.
BOND LAW OFFICE
525 S. School Ave.
Suite 100
Fayetteville, AR 72701
Tel: 479-444-0255
Fax: 479-235-2827
Email: attybond@me.com
Total Assets: $3,097,943
Total Liabilities: $6,399,344
The petition was signed by Kyle Jack as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HGUFJOI/Rapid_PP_LLC__arwbke-23-70907__0001.0.pdf?mcid=tGE4TAMA
RESHAPE LIFESCIENCES: Registers 105K Shares Under 2022 Equity Plan
------------------------------------------------------------------
ReShape Lifesciences Inc. has filed a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, to register 105,000 shares of
the Company's common stock, par value $0.001 per share, issuable
pursuant to awards under the ReShape Lifesciences 2022 Equity
Incentive Plan and such indeterminate number of shares as may
become available under the 2022 Plan as a result of the adjustment
provisions thereof.
The 2022 Plan was approved by the Company's Board of Directors on
Nov. 9, 2022 and was approved and adopted by the Company's
stockholders on Dec. 14, 2022. The number of shares of Common
Stock being registered under the 2022 Plan reflects the Company's
1-for-50 reverse stock split that was effected on Dec. 23, 2022. A
full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1427570/000110465923074323/tm2319516d1_s8.htm
About ReShape Lifesciences
ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight
loss and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
Reshape Lifesciences reported a net loss of $46.21 million for the
year ended Dec. 31, 2022, compared to a net loss of $63.15 million
for the year ended Dec. 31, 2021. As of March 31, 2023, the
Company had $16.35 million in total assets, $8.59 million in total
liabilities, and $7.76 million in total stockholders' equity.
Irvine, California-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has suffered recurring
losses and negative cash flows. The Company currently does not
generate revenue sufficient to offset operating costs and
anticipates such shortfalls to continue. This raises substantial
doubt about the Company's ability to continue as a going concern.
RESORTS WORLD: S&P Raises Senior Unsecured Notes Rating to 'BB+'
----------------------------------------------------------------
S&P Global Ratings raised its long-term issue rating on Resorts
World Las Vegas LLC's (RWLV) senior unsecured notes to 'BB+' from
'BB'.
The rating action reflects a reduction in the proportion of senior
secured credit facilities in the company's capital structure. This
follows an equity contribution of US$145 million and a subordinated
shareholder loan of US$300 million to partially repay existing
senior secured credit facilities. RWLV announced the closing of the
amendment and extension of its existing senior secured credit
facilities on June 29, 2023 (U.S. time).
S&P said, "We revised the recovery rating on RWLV's senior
unsecured notes to '4' from '5' owing to the reduced proportion of
senior secured credit facilities in the capital structure. The '4'
recovery rating indicates our expectation for average recovery
(30%-50%) in a hypothetical default scenario. As such, the rating
on the senior unsecured notes are equalized with the issuer credit
rating on RWLV (BB+/Stable/--).
"At the same time, we affirmed the 'BBB-' long-term issue rating on
RWLV's senior secured term loan and revolving credit facility. The
'1' recovery rating indicates our expectation of very high recovery
(90%-100%) in a hypothetical default scenario.
The stable outlook on the issuer credit rating on RWLV mirrors that
on the company's parent Genting Bhd. The stable rating outlook on
Genting reflects our expectation that the company's credit quality
has stabilized following the completion of a major investment
cycle, while an operational recovery takes shape. We expect
Genting's ratio of funds from operations to debt to improve to more
than 20% over the next two years."
Issue Rating--Recovery Analysis
Key analytical factors
-- S&P rates RWLV's US$100 million secured revolving credit
facility and US$700 million secured term loan 'BBB-' with a '1'
recovery rating. The '1' recovery rating indicates its expectation
for a very high recovery (90%-100%; rounded estimate: 95%) for
lenders in case of a payment default.
-- S&P rates RWLV's US$1.35 billion senior unsecured notes 'BB+'
with a '4' recovery rating. The '4' recovery rating indicates its
expectation for an average recovery (30%-50%; rounded estimate:
40%) for unsecured lenders in a payment default.
Simulated default assumptions
-- Simulated year of default: 2028, which is in line with the
five-year default horizon for 'BB+' rated credits.
-- S&P's simulated default scenario contemplates a default in
2028, primarily due to the reduction or cessation of support from
the Genting group. This in turn could be driven by a lack of a
meaningful turnaround in the business operations owing to weaker
co-branding effects to generate sufficient customer traffic than we
expected, and increased competitive pressure from other casinos in
the Las Vegas strip.
-- S&P values RWLV on a going-concern basis and apply a 6.5x
EBITDA multiple to its estimate of its emergence EBITDA. The
applied multiple is in line with the leisure sector.
-- Jurisdiction: U.S.
Simplified waterfall
-- EBITDA at emergence: about US$210 million
-- EBITDA multiple: 6.5x
-- Gross enterprise value: about US$1.36 billion
-- Net enterprise value after administrative expenses (5%):
US$1.30 billion
-- Estimated value available for senior secured claims: US$1.30
billion
-- Estimated senior secured debt claims: about US$706 million
-- Recovery range: 90%-100% (rounded estimate: 95%)
-- Recovery rating: 1
-- Estimated value available for senior unsecured claims: about
US$590 million
-- Estimated senior unsecured debt claims: about US$1.38 billion
-- Recovery range: 30%-50% (rounded estimate: 40%)
-- Recovery rating: 4
Note: All debt amounts include six months of prepetition interest.
RIDER UNIVERSITY: Moody's Cuts Issuer & Revenue Bond Ratings to B3
------------------------------------------------------------------
Moody's Investors Service has downgraded Rider University's (NJ)
issuer and revenue bond ratings to B3 from B2. The university had
$111 million of outstanding debt as of fiscal year end 2022. The
outlook has been revised to negative from ratings under review.
This concludes Moody's review of the rating that began on April 5,
2023.
RATINGS RATIONALE
The downgrade of Rider University's issuer rating to B3 from B2 is
driven by significant uncertainty around liquidity particularly
given the university's continued material operating deficits. The
university has very limited unrestricted liquidity and is currently
relying on access to an expected maximum of $8 million of a $15
million operating line of credit (LOC) to cover operating expenses
until student charge revenue begins arriving in August. The LOC has
been extended until September 15, 2023 and the extension is
currently being executed under the prior terms as negotiations for
longer-term renewal continue. Prior terms include the need for bank
approval for access to more than $5 million of the LOC, adding
further liquidity concern. In addition, Rider does not have a final
budget for fiscal 2024, which begins July 1, highlighting
difficulty in achieving structurally balanced operations absent
deep expense reductions. Governance considerations are also a key
driver of this rating action, including financial strategy and risk
management as well as management credibility and track record,
evidenced by challenges in shoring up of liquidity in advance of
needs and delivering timely budget for fiscal 2024; these factors
also reflect deepening strain on credit quality. While Rider
indicates that new student enrollment, overall retention, and the
discount rate are currently trending favorably for fall 2023, the
shifting enrollment landscape increases potential for deviance from
expectations.
The B3 issuer rating remains supported by Rider's moderate scope of
operations with a regional market brand and good program diversity.
Financial leadership will continue to focus on right- sizing
expenses and enhancing revenue and indicates that it is exploring
longer-term liquidity options.
The downgrade of the debt rating to B3 incorporates deteriorating
credit quality reflected in the issuer rating given the general
obligation nature of the pledge, with a secured interest in gross
receipts as well as heightened risk of monetizing all or part of
the campus in the event of default. While outstanding bonds are
further secured by non-overlapping mortgage pledges on Rider's main
campus in Lawrenceville, with a total appraised value of over $230
million, potential sale of all or part of the campus presents
growing challenges in an environment of increasing litigation and
difficulty obtaining needed external approvals for sale of
university land and buildings.
RATING OUTLOOK
The negative outlook reflects Moody's expectation that returning to
financial stability in the near term will prove difficult given the
magnitude of projected deficits, the inflationary environment, and
student market challenges, impacted by weak regional demographics
and high competition. It further incorporates concern over ongoing
access to liquidity given limited unrestricted financial reserves.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Material strengthening of operating performance with significant
increase in liquidity
Significant improvement in strategic position, reflected in
multi-year enrollment and net tuition revenue growth
Growth in balance sheet reserves, particularly unrestricted
reserves, that outpaces peers
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Inability to renew the line of credit for a long-term period or
renewal under credit unfavorable terms
Lack of sustainable progress to balanced operating performance and
greater intrinsic liquidity
Operating deficits deeper than those currently projected through
2025
Weaker than budgeted fall enrollment or net tuition revenue
LEGAL SECURITY
The bonds are a general obligation of the university and are
secured by a Mortgage and Security Agreement under which certain
real and personal property are pledged along with a pledge of
tuition and fees. Series 2017 bonds are secured by a mortgage
pledge on the Lawrenceville campus' student center and fine arts
building; Series 2021 bonds have a mortgage pledge on the remainder
of the Lawrenceville campus, excluding these facilities and certain
undeveloped parcels. The line of credit has a priority mortgage
pledge on certain undeveloped parcels on the Lawrenceville campus
and a second priority mortgage pledge on the Princeton campus.
The outstanding Series 2021A and B bonds have a financial covenant
that requires minimum days cash on hand of 30 days in fiscal 2023
and 2024 and 45 days thereafter. Per covenant calculations, Rider
reported coverage of 79 days cash on hand in fiscal 2022, which
includes undrawn line of credit balance, and projects 50 days for
fiscal 2023, using full capacity of its line of credit.
PROFILE
Rider University is a moderately sized private, non-profit
university located in Lawrence Township (Mercer County), NJ. In
fall 2022, Rider enrolled 3,724 full-time equivalent (FTE) students
and in fiscal 2022 recorded operating revenue of $135 million.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
RIGHT CHOICE: Court OKs Cash Collateral Access Thru July 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Maria Yip, the Chapter 11
trustee of Right Choice Vending/Coffee, LLC, to use cash collateral
on an interim basis in accordance with the budget, with a 20%
variance, through July 31, 2023.
The Debtor requires the use of cash collateral to fund ordinary
business expenses to maintain the Debtor's business operations.
As previously reported by the Troubled Company Reporter, on April
28, 2022, Spartan Capital and the Debtor entered into a Standard
Merchant Cash Advance Agreement for the purchase of the Debtor's
(and other non-debtor entities) $195,000 worth of receivables.
On May 19, 2022, Spartan Capital and the Debtor (and other
non-debtor entities) entered into the Standard Merchant Cash
Advance Agreement for the purchase of the Debtor's (and other
non-debtor entities) $195,000 worth of receivables.
On June 3, 2022, Spartan Capital and the Debtor (and other
non-debtor entities) entered into the Standard Merchant Cash
Advance Agreement for the purchase of the Debtor's (and other
non-debtor entities) $195,000 worth of receivables. According to
the Debtor's records, approximately $102,000 remains due and owing
to Spartan Capital.
On June 30, 2022, Unique Funding Solutions LLC and the Debtor (and
other non-debtor entities) entered into the Standard Merchant Cash
Advance Agreement for the purchase of the Debtor's (and other
non-debtor entities) $469,000 worth of receivables. About $227,000
remains due and owing to Unique Funding.
On August 5, 2022, Fox Capital Group, Inc. d/b/a Fox Business
Funding and the Debtor (and other non-debtor entities) entered into
the Future Receivables Sale and Purchase Agreement for the purchase
of the Debtor's (and other non-debtor entities) $125,000 worth of
receivables. Roughly $63,000 remains due and owing to Fox
Capital.
A further hearing on the matter is set for July 26, 2023 at 1:30
p.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=kv02O8 from PacerMonitor.com.
About Right Choice Vending/Coffee, LLC
Right Choice Vending/Coffee, LLC operates a vending machine
business with machines located throughout the State of Florida.
Right Choice Vending/Coffee is in the business of providing drinks,
snacks and food to various businesses, industries, schools,
universities, hospital systems and governmental agencies. This is
accomplished by providing and servicing vending machines, micro
self-service markets, various coffee makers and direct delivery of
products to its clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11331) on February
19, 2023. In the petition signed by Nicholas Depasquale, the Debtor
disclosed up to $50,000 in both assets and liabilities.
Judge Scott M. Grossman oversees the case.
Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A.,
represents the Debtor as legal counsel.
RITE AID: Bondholders Work With Paul Weiss, Evercore to Rework Debt
-------------------------------------------------------------------
Rachel Butt and Erin Hudson of Bloomberg News report that a group
of secured bondholders of Rite Aid Corp. is working with Evercore
and Paul Weiss Rifkind Wharton & Garrison ahead of potential talks
with the company to rework its debt, according to people with
knowledge of the matter.
The retailer is grappling with $2.9 billion of debt, some of which
is due to be repaid in 2025 and 2026. Some investors are
considering proposals to provide cash to the company as part of a
so-called liability management deal to help manage what it owes,
said the people, asking not to be identified because the matter is
private.
About Rite Aid
Rite Aid Corporation is an American drugstore chain based in
Philadelphia, Pennsylvania. It was founded in 1962 in Scranton,
Pennsylvania, by Alex Grass under the name Thrift D Discount
Center.
There are 2,169 Rite Aid pharmacies in the United States as of June
6, 2023, including 478 locations in California. The company ranked
No. 148 in the Fortune 500 list of the largest United States
corporations by total revenue.
RODA LLC: May Use $171,381 of Cash Collateral Thru September
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
RODA, LLC to continue using cash collateral in accordance with its
agreement with PC0120N Joint Venture by assignment of Trust Deed
Assignee, PacWest Funding, Inc. dba Precision Capital, on a final
basis.
The Court said the Debtor's right to use cash collateral is
extended from July 1 through September 30, 2023, or the effective
date of the Debtors' Plan of Reorganization, whichever is earlier,
under the same terms and conditions of the Court's Order
authorizing the Debtor's use of cash collateral entered March 1,
2023.
The Debtor is permitted to cash collateral not to exceed $171,381.
As previously reported by the Troubled Company Reporter, the
entities that may claim a lien in the cash collateral are PC0120N
Joint Venture and Washington County Assessment & Taxation.
As adequate protection, the Secured Creditors are granted a
perfected lien and security interest on all property, whether now
owned or hereafter acquired by the Debtor of the same nature and
kind as secured by the claim of the Lien Creditor on the Petition
Date.
The Lien Creditors' interests in the Replacement Collateral will
have the same relative priorities as the liens held by them as of
the Petition Date.
The Replacement Lien will be perfected and enforceable upon entry
of the Order without regard to whether the Replacement Lien is
perfected under applicable nonbankruptcy law.
The Debtor agreed to make adequate protection payments to Precision
Capital of:
-- $35,000 per month on March 15 and April 15, 2023; and
-- $56,773 beginning on May 15 and on the 15th of each
consecutive month during the Budget Period.
The Replacement Lien granted will be a valid, perfected and
enforceable security interest and lien on the property of the
Debtor and the Debtor's estate without further filing or recording
of any document or instrument or any other action, but only to the
extent of the enforceability of Lien Creditors' security interests
in the Prepetition Collateral.
The Court previously held that the Debtor's authority to use cash
collateral would terminate at midnight upon June 30 (unless
extended) or the occurrence of any of the following:
(a) the violation of the any of the terms of the Order;
(b) the entry of an Order converting the case to a case under
Chapter 7 of the Bankruptcy Code;
(c) the termination, lapse, expiration or reduction of
insurance coverage on Lien Creditors' collateral for any reason;
or
(d) the appointment of a trustee in the case.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=qhqgRk from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$32,796 for July 2023;
$32,796 for August 2023; and
$31,796 for September 2023.
About RODA LLC
RODA, LLC, a company in Washington County, Ore., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case
No. 23-30250) on Feb. 6, 2023. In the petition signed by its
managing member, Roy MacMillan, the Debtor disclosed up to $10
million in both assets and liabilities.
MacMillan is a debtor in a separate Chapter 11 case (Bankr. D. Ore.
Case No. 23-30159). The cases are jointly administered.
Judge Teresa H. Pearson oversees the case.
Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP,
Intellequity Legal Services, LLC and Thomas L Strong CPA PC serve
as the Debtor's bankruptcy counsel, special counsel and accountant,
respectively.
ROOSEVELT INN: Unsecureds Owed $43K to Recover 95% of Claims
------------------------------------------------------------
Roosevelt Inn, LLC and Roosevelt Motor Inn, Inc., submitted a Third
Amended Disclosure Statement with respect to the Second Amended
Joint Plan of Reorganization.
Since the commencement of these cases, the Debtors have advocated
for a global resolution of the Tort Claims and the insurance
coverage disputes. Without a determination of the extent of
insurance coverage available to the Debtors to fund a defense of
the Tort Claims, and should the holders of Tort Claims prevail,
indemnification coverage available for any awards entered in favor
of the holders of Tort Claims, it is cost prohibitive for the
Debtors to address the 15 Tort Claims on a case-by-case basis
without jeopardizing their limited assets and their ability to
continue to operate their hotel. The prior efforts to mediate a
global resolution among the Debtors, the holders of Tort Claims and
the Insurance Companies did not result in a settlement. After the
global mediation was suspended, negotiations continued between the
Debtors and the holders of Tort Claims which has resulted in a
settlement embodied in the Plan.
The comprehensive settlement embodied in the Plan provides the
mechanism by which the universe of Tort Claims shall be permanently
resolved, released and enjoined. In summary the Tort Claims
include and are treated as follows:
(A) Direct Tort Claims: means a Tort Claim that is not an
Indirect Tort Related Claim. For the avoidance of doubt, Direct
Tort Claims include the 15 Proofs of Claim filed with the
Bankruptcy Court before the Bar Date for Tort Claims by each of the
following Direct Tort Claimants: A.H., B.H., C.A., K.R., M.B.,
B.S., D.P., D.W., E.B., J.H., L.E., S.M., S.W., T.H., and T.S. and
shall be (a) permanently channeled to the Settlement Trust and
administered in accordance with the Trust Distribution Procedures
in full satisfaction and release of any and all such Tort Claims
against the Released Parties, and (b) permanently enjoined and
released against the Released Parties pursuant to the Injunctions
and Releases set forth in the Plan and the Plan Support Agreement.
The process to establish allowance and valuation of these Direct
Tort Claims is summarized herein and fully set forth in the Trust
Distribution Procedures.
(B) Indirect Tort Related Claims: means a liquidated or
unliquidated claim for contribution, indemnity, subrogation, or
reimbursement whether contractual or implied by law (as those terms
are defined by applicable non-bankruptcy law of the relevant
jurisdiction), and any other derivative Tort Claim of any kind
whatsoever whether in the nature of or sounding in contract, tort,
warranty or any other theory of law or equity whatsoever, including
any indemnification, reimbursement, hold-harmless or other payment
obligation provided for under any prepetition insurance policy or
contract; provided, however, that any retrospective premiums,
deductibles, and self-insured retentions arising out of any Tort
Claims under the Tort Insurance Policies shall not constitute an
Indirect Tort Related Claim and shall be treated in accordance with
Article IV.D.1 of the Plan. These Indirect Tort Related Claims
shall be (a) permanently channeled to the Settlement Trust and
administered in accordance with the Trust Distribution Procedures
in full satisfaction and release of any and all such Indirect Tort
Related Claims, and (b) permanently enjoined and released against
the Released Parties pursuant to the Injunctions and Releases set
forth in the Plan. The process to establish allowance and valuation
of these Indirect Tort Related Claims is summarized below and fully
set forth in the Trust Distribution Procedures.
The Released Parties means, collectively, the following Persons, in
each case in its or their respective capacities as such: (a) the
Debtors; (b) the Reorganized RI; (c) the Reorganized RMI; (d) UFVS;
(e) Patel; (f) the Equity Security Holders; (g) any Settling
Insurance Company, and (h) all of such Persons' Representatives,
provided, however, that Alpha Centurion is not a Released Party.
To effectuate the foregoing Plan, the Plan and Plan Support
Agreement provide for contributions from the Released Parties and
Reorganized Debtors (as set forth in Article V.B of the Plan and
Section 1 of the Plan Support Agreement) for, inter alia, the
establishment of (a) the Settlement Trust for the payment and
satisfaction of the Tort Claims, (b) the Professional Fee Reserve
for the payment and satisfaction of the Allowed Professional Fee
Claims, (c) the GUC Fund for the payment and satisfaction of the
Allowed General Unsecured Claims, and (d) payment of and
satisfaction of any other Allowed Claims in accordance with the
provisions of the Plan. The Plan proponents will seek to confirm
the Plan pursuant to section 105(a) and other sections of the
Bankruptcy Code to consummate the comprehensive Settlement embodied
herein, including through the Settlement Trust. The Plan proponents
will only seek confirmation of the Plan if the Holders of Direct
Tort Claims (Class 5) vote to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, and notwithstanding the
Plan proponents' rights under section 1129(a) and 1129(b) of the
Bankruptcy Code, the Plan proponents will not seek confirmation of
the Plan if the Holders of Tort Claims (Class 5) vote to reject the
Plan in accordance with section 1126(c) of the Bankruptcy Code.
Section 105(a) of the Bankruptcy Code and other sections of the
Bankruptcy Code authorize the Bankruptcy Court to enter a
"channeling injunction" pursuant to which the Tort Claims are
forever channeled to the Settlement Trust. Following the issuance
of the Channeling Injunction in accordance with the Confirmation
Order, any and all Holders of Tort Claims shall be permanently
enjoined from seeking satisfaction of their Tort Claims against the
Debtors or any other Released Party or the property of any such
Released Party. The contributions of the Released Parties, directly
or indirectly, to the Settlement are expressly conditioned upon
entry of the Confirmation Order approving the Channeling Injunction
and the Plan Support Agreement, and confirming the Plan and the
occurrence of the Effective Date.
Generally, the features of the Plan provide that on the Effective
Date, as follows:
* The Reorganized Debtors will contribute to the Settlement
Trust (a) the amount of $1,587,500; (b) the Insurance Assignment,
and (c) the Settlement Trust Causes of Action. Thereafter, the
Settlement Trust shall fund distributions on account of and satisfy
compensable Tort Claims in accordance with the Trust Distribution
Procedures from the Settlement Trust Assets;
* The Equity Security Holders will make a cash contribution of
$1,100,000 to the Reorganized Debtors in consideration of the
Channeling Injunction and Releases being provided under the Plan;
* UFVS Management Company, LLC ("UFVS") will make a cash
contribution of $30,000 to the Reorganized Debtors in consideration
of the Channeling Injunction and Releases being provided under the
Plan;
* Yagna Patel ("Patel") will make a cash contribution of $10,000
to the Reorganized Debtors in consideration of the Channeling
Injunction and Releases being provided under the Plan
* The Reorganized Debtors will procure Exit Financing from the
Exit Lender in an amount no less than $2,100,000.00, to pay the
balance of $447,500.00 on account of the Settlement Amount and to
pay the Reorganized Debtors' other obligations due under the Plan;
and
* The Reorganized Debtors shall fund the Professional Fee
Reserve, the GUC Fund, and make the other Distributions on account
of the Allowed Class 1 and Allowed Class 2 Claims.
Within 2 Business Days of the Effective Date, the Reorganized RI
shall file a notice of occurrence of the Effective Date,
identifying the Effective Date and that it has occurred.
After the Effective Date, the general features of the Plan provide
for distributions as follows:
* the Reorganized Debtors shall fund Distributions on account of
holders of Allowed Class 1 Claims (Secured Claims) and Allowed
Class 2 (Priority Non-Tax Claims) which are estimated to be paid in
full;
* the Reorganized Debtors shall fund Distributions on account of
and satisfy Allowed Class 3 (General Unsecured Claims) exclusively
from the GUC Fund with an estimated recovery of 95%;
* holders of Allowed Class 4 Claims (Non-Tort Litigation Claims)
will be paid in accordance with the terms of the Plan and
Confirmation Order;
* the Reorganized Debtors shall fund Distributions on account of
and satisfy all other Allowed Claims with Cash on hand on or after
the Effective Date in accordance with the terms of the Plan and the
Confirmation Order; and
* the Settlement Trust shall fund distributions on account of
and satisfy compensable Tort Claims (holders of Allowed Class 5
(Direct Tort Claims) and holders of Allowed Class 6 (Indirect Tort
Claims)) in accordance with the Trust Distribution Procedures from
the Settlement Trust Assets.
The Disclosure Statement sets forth certain information regarding
the Debtors' prepetition operating and financial history, its
reasons for seeking protection and reorganization under chapter 11
and significant events that have occurred during the Chapter 11
Case. This Disclosure Statement also describes certain terms and
provisions of the Plan, certain effects of confirmation of the
Plan, certain risk factors associated with the Plan and the manner
in which distributions will be made under the Plan. In addition,
the Disclosure Statement discusses the confirmation process and
voting procedures that holders of Claims entitled to vote on the
Plan must follow for their votes to be counted.
Under the Plan, Class 3 General Unsecured Claims total $43,000.
Each holder of an Allowed General Unsecured Claim shall receive its
Pro Rata Share of the GUC Fund up to the full amount of such
Allowed General Unsecured Claim. Creditors will recover 95% of
their claims. Class 3 is impaired.
Distributions under the Plan will be funded from the following
sources:
a. the Reorganized Debtors shall fund (a) the Professional Fee
Reserve on account of and satisfy Allowed Professional Fee Claims,
(b) the Settlement Trust Contribution and (c) the GUC Fund, from
the proceeds of any or all of the following sources: (i) the Exit
Financing, (ii) the Equity Security Holders Contribution, (iii) the
UFVS Contribution, (iv) the Patel Contribution, and (v) Cash on
hand on or after the Effective Date in accordance with the terms of
the Plan and Confirmation Order;
b. the Reorganized Debtors shall fund Distributions on account
of and satisfy Allowed General Unsecured Claims exclusively from
the GUC Fund;
c. the Settlement Trust shall fund distributions on account of
and satisfy compensable Tort Claims (holders of Allowed Class 5
(Direct Tort Claims) and holders of Allowed Class 6 (Indirect Tort
Claims)) in accordance with the Trust Distribution Procedures from
the Settlement Trust Assets; and
d. the Reorganized Debtors shall fund Distributions on account
of and satisfy all other Allowed Claims with Cash on hand on or
after the Effective Date in accordance with the terms of the Plan
and the Confirmation Order.
The Debtors intend to seek confirmation of the Plan at the
confirmation hearing scheduled for August 24, 2023, at 10:00 a.m.
(Eastern Time) before the Bankruptcy Court.
Any objection or response to Confirmation of the Plan must be filed
and served with the Bankruptcy Court, 900 Market Street,
Philadelphia, PA 19107 together with proof of service on or before
August 4, 2023 at 4:00 p.m. (Eastern Time).
To be counted, ballots indicating acceptance or rejection of the
Plan must be received by Debtors' counsel no later than 4:00 p.m.
(Eastern Time) on August 1, 2023.
Attorneys for the Debtors:
Aris J. Karalis, Esq.
Robert W. Seitzer, Esq.
Robert M. Greenbaum, Esq.
KARALIS PC
1900 Spruce Street
Philadelphia, PA 19103
Tel: (215) 546-4500
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/tcCwv from PacerMonitor.com.
About Roosevelt Inn
Roosevelt Inn, LLC, is a Philadelphia-based company that operates
in the traveler accommodation industry.
Roosevelt Inn and its affiliate, Roosevelt Motor Inn, Inc., filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Lead Case No. 21-11697) on June 16, 2021,
listing as much as $10 million in both assets and liabilities.
Anthony Uzzo, manager, signed the petitions.
Judge Ashely M. Chan presides over the cases.
The Debtors tapped Karalis, PC, as bankruptcy counsel; Asterion,
Inc. as financial advisor; A. Uzzo & Company, CPA's PC as
bookkeeper; and Blank Rome, LLP and Reed Smith, LLP as special
counsel.
SABRE FINANCIAL: Moody's Rates New $700MM Secured Term Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a new $700
million Senior Secured Term Loan facility (the Facility) due 2028
issued at Sabre Financial Borrower, LLC (the "Borrower"), a newly
created bankruptcy-remote special purpose vehicle and wholly-owned
subsidiary of Sabre GLBL Inc. (Sabre GLBL). Moody's affirmed all of
Sabre Holdings Corporation's (Sabre or The Company) credit ratings
including the B3 Corporate Family Rating, B3-PD Probability of
Default Rating, and B3 rated senior secured credit facilities and
senior secured notes at Sabre's wholly-owned subsidiary, Sabre
GLBL. The Speculative Grade Liquidity Rating (SGL) remains
unchanged at SGL-2. The outlook is stable.
Assignments:
Issuer: Sabre Financial Borrower, LLC
Backed Senior Secured Term Loan, Assigned B2
Affirmations:
Issuer: Sabre Holdings Corporation
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Issuer: Sabre GLBL Inc.
Senior Secured Bank Credit Facility, Affirmed B3
Backed Senior Secured Regular Bond/Debenture, Affirmed B3
Outlook Actions:
Issuer: Sabre Holdings Corporation
Outlook, Remains Stable
Issuer: Sabre GLBL Inc.
Outlook, Remains Stable
Issuer: Sabre Financial Borrower, LLC
Outlook, Assigned Stable
The Facility will bear interest at a floating rate (the "Reference
Rate"), payable quarterly and set in arrears every quarter based on
the average of the highest yield to maturity of any tranche of
Sabre GLBL's outstanding reference indebtedness plus 25 basis
points for cash interest or 175 basis points for payable-in-kind
interest or non-cash pay (PIK), with the Reference Rate of 13.00%
per annum. The all-in interest rate floor will be 11.50% for cash
interest and a ceiling of 17.50%. PIK interest will have a floor of
13.00% and a ceiling rate of 19.00%. The non-cash PIK election is
available through the end of 2025. The Facility will not amortize,
but non-cash PIK will accrete as principal. The Borrower may elect
to PIK the Facility in increments of 25%.
Concurrently with the new Facility, the Borrower loaned the
proceeds to Sabre GLBL (the Intercompany Loan). Concurrently with
the new Facility and the Intercompany Loan, $650 million was used
to retire $670 million of existing the 9.25% senior secured notes
due 2025 issued by Sabre GLBL (the Refinancing). The notes were
settled at price of 97, a premium to the discounted trading prices,
leaving $105 million outstanding.
Moody's recognizes the Refinancing retires a significant portion of
the approximately $2 billion of notes due 2025 that were
outstanding, helping to proactively extend the maturity profile.
Additionally, based on certain assumptions including non-cash PIK
pay is immediately elected, Moody's estimates the transaction could
save at least $60 million per annum in cash interest through the
PIK period, totaling about $150 million during the PIK-pay period
(through the end of 2025), providing additional liquidity. However,
the new Facility will be at a significantly higher rate of interest
than existing debt which is likely to materially slow the company's
deleveraging path (assuming PIK is elected) and a large portion of
the 2025 maturities will remain outstanding and potentially subject
to similar terms should they be refinanced in similar market
conditions.
If the non-cash PIK feature is elected, leverage will increase by
approximately .4x ($700 million x assumed average 15% PIK interest
/ $250 million EBITDA) in the first full year and continue to add
incremental leverage as the PIK interest accretes to debt, delaying
the deleveraging path of the company. Through the PIK period (e.g.,
about 2.5 years through the end of 2025), Moody's estimates nearly
$290 million in non-cash PIK interest could accrete ($105 million
annually, compounding), and in the first year after the end of the
PIK period (in 2026), the switch to cash-pay will be an incremental
call on cash (close to $140 million, assuming 15% of accreted PIK
loan). Pro forma for the proposed transaction, Moody's expects
leverage to be high 7x at the end of 2024 but improve materially to
low 5x at the end of 2025 assuming the company's realizes
significant cost synergies and benefits from improving corporate
and long-haul international travel demand.
RATINGS RATIONALE
Sabre's B3 CFR reflects an extraordinarily long period of weak
revenue and profitability relative to pre-pandemic levels, with
revenues near 64% of 2019 levels. As a result of the pandemic, the
Company continues to face a range of significant challenges,
including some that could be more permanent structural constraints
including the ultimate recovery of corporate travel which was
nearly 50% of its revenue mix pre-pandemic. Leverage is very high
and EBITDA and free cash flows are negative on an LTM basis and
there is a significant distance in returning to pre-pandemic
levels. Competition in travel services is also high and rising with
a wide range of companies angling for more market share, requiring
significant ongoing technology costs (about 43% of revenue in
2022), as well as sales and marketing expenditures. These costs
will remain a drag on profitability.
Despite the challenges, the Company has a strong and established
market position as the number two provider of Global Distribution
System (GDS) services globally, long operating history, and
moderate scale ($2.5 billion revenue). The Company has a stated
financial policy of returning credit metrics to pre-pandemic
levels, including net leverage (management adjusted debt to EBITDA)
targeted at between 2.5x-3.5x, albeit over an extended period. The
asset-lite business model requires limited capital intensity and
produces good profitability, with EBITDA margins that should return
to at least the low 20% range on a normalized basis.
Liquidity is good (SGL-2) over the next year reflecting a large
cash balance of approximately $817 million at the end of the last
quarter which is more than sufficient to cover all basic
obligations over the next 12 months. The company pays limited
preferred stock dividends, has suspended share repurchases, and its
nearest debt maturities are in 2025. Moody's expects negative free
cash flows in 2023 which will erode the cash balance (and excludes
management's $100 million working capital optimization target).
Other than the new Facility covenants, the company is not subject
to maintenance covenants and has no revolving credit facility.
Alternate liquidity is limited given the largely secured capital
structure and very thin market cap.
The senior secured loans and notes, issued at Sabre GLBL Inc.,
Sabre Holdings Corporation's wholly owned direct subsidiary, are
rated B3, equal to Sabre's Corporate Family Rating (CFR) given the
predominance of this debt class in the capital structure. Security
for the existing senior secured lenders includes the assets of all
domestic subsidiaries and a 2/3 stock pledge of the stock of
foreign subsidiaries. The notes are guaranteed by Sabre Holdings
Corporation and each of Sabre GLBL's existing and future
subsidiaries that are borrowers or guarantors of the senior secured
credit facilities.
The new Facility is rated B2, one notch above the existing senior
secured lenders. The new Facility has materially the same
collateral package as the existing secured term loan lenders when
considering the Intercompany Loan which is secured by all of the
same assets and provided the same guarantees (e.g. Sabre GLBL and
each direct and indirect subsidiary) as the existing senior secured
term loan lenders including a 65% pledge of the equity in
non-guarantor foreign subsidiaries. However, the new Facility also
gets a direct guarantee from certain foreign subsidiaries of Sabre
(the foreign Guarantors) limited to $400 million of the Facility
indebtedness. The guarantee provides enhanced security to the PIK
lenders given they get first rights to the foreign assets (versus
existing lenders which get 65% of residual equity interest) and as
a result, they have a priority claim over the existing secured debt
with respect to the majority of Sabre's foreign assets up to the
$400 million limit.
The new Facility is subject to a minimum asset coverage test of 75%
(e.g., subsidiary guarantors must hold at least 75% of total gross
consolidated assets) and the guarantors and their subsidiaries will
be subject to a minimum liquidity covenant of at least $100
million. The Facility is also guaranteed by Sabre Financing
Holdings, LLC, the parent company of the Facility borrower.
The credit ratings on senior secured debt also reflects support
provided by subordinate and unrated exchangeable notes, pension and
lease obligations, and trade payables that Moody's ranks
subordinate, the B3-PD Probability of Default rating and Moody's
expectation for an average family recovery in a default scenario.
As structured, the new PIK Facility provides certain covenant
flexibility that if utilized could negatively impact creditors.
Below is a summary of the key terms:
The PIK Facility does not permit incremental debt capacity.
However, it does permit the transfer of assets to unrestricted
subsidiaries, up to the carve-out capacities, subject to "blocker"
provisions which prohibit transfers or exclusive licenses of
intellectual property which is material to the business taken as a
whole, to any non-loan party affiliate. This protection does not
apply to the designation of subsidiaries as unrestricted, which is
subject to liquidity and other requirements and only permits
certain joint ventures to be designated as unrestricted. Initial
Guarantors must provide guarantees whether or not wholly-owned,
eliminating the risk that they will be released because they cease
to be wholly-owned. There is also a guarantor coverage requirement
that gross assets and aggregate revenues of the subsidiary
guarantors exceed 75% of the assets and revenues of the combined
group (excluding joint ventures, Sabre International LLC, SDT
International, and restricted subsidiaries organized in India,
Sweden, Germany, Mexico and France), respectively. The credit
agreement provides some limitations on up-tiering transactions,
including the requirement that no amendment, modification,
supplement, waiver or consent shall (a) subordinate the lien on all
or substantially all of the collateral or (b) subordinate the
obligations in right of payment, in each case, to any other debt
for borrowed money (other than a DIP financing) without the prior
written consent of each adversely affected lender, unless each such
lender has been offered an opportunity to participate ratably.
The first lien pari-passu credit agreement does not permit
incremental debt capacity. Transfers of assets to unrestricted
subsidiaries are subject to blocker provisions which require that
either the PIK Facility agent (on behalf of PIK lenders) is
provided a first priority lien on such transferred assets, or that
the investment is made in or to a joint venture for bona fide
business purposes with a third party and does not exceed $75
million. This protection does not apply to the designation of
subsidiaries as unrestricted. The risk of guarantee releases is
mitigated by the requirement that no guarantor under the first lien
pari-passu credit agreement cease to be a guarantor thereunder
solely because it ceases to be wholly owned absent a bona fide
business purpose. There are no express protective provisions
prohibiting an up-tiering transaction, but the PIK Facility
contains a negative covenant prohibiting amendments of the first
lien pari-passu credit agreement or loan documents which would be
adverse to PIK Facility lenders. There is also an affirmative
covenant in the PIK facility requiring the borrower to exercise its
rights under the first lien pari-passu facility in accordance with
its LLC agreement.
The stable outlook reflects Moody's forecast for travel demand to
continue recovering, driving above normal growth in bookings
producing revenue near $3.3 - $3.4 billion by the end of 2024.
EBITDA margins could approach 20%, generating close to $600 million
of EBITDA lifted by significant cost actions which could save close
to $400 million. Free cash flows will likely be positive in 2024,
following negative free cash flows in 2023 despite management's
intention to realize up to $100 million in working capital by
optimizing related activities. Moody's forecast assumes the company
repays more than $300 million in debt through 2024 and more than
$800 million through 2025 and maintains cash balances that average
between $500-$750 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt to EBITDA (Moody's adjusted) is
sustained below 5.5x (Moody's adjusted) and free cash flow to debt
is sustained in the mid-single digits. A positive rating action
could also be conditional on successfully refinancing upcoming
maturities well in advance, operating performance is consistent
with management's plan, liquidity improves, and there are no
material unfavorable changes in the company's market position,
scale, diversity, or operating performance including organic growth
and profitability.
Ratings could be downgraded if debt to EBITDA (Moody's adjusted) is
expected to be sustained above 6.5x or negative free cash flow is
expected to be sustained. A negative rating action could also be
considered if operating performance deviates from the company's
plan, liquidity declines, the 2025 debt maturities are not
successfully refinanced well in advance, or there are material
unfavorable and sustained changes in the company's market position,
scale, diversity, or operating performance including organic growth
and profitability.
Based in Southlake, TX, Sabre Holdings Corporation's business is
organized in two segments. The Travel Solutions segment includes
revenues from Global Distribution System (GDS) services (a
software-based passenger reservation system) as well as from
commercial and operations offerings to the airline industry. The
Hospitality Solutions segment includes distribution, operations,
and marketing offerings for the hotel industry. Revenue for the
last twelve months ended March 31, 2023 was approximately $2.7
billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SAFE ELECTRIC: Taps Latham Luna Eden & Beaudine as Counsel
----------------------------------------------------------
Safe Electric, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Latham, Luna, Eden &
Beaudine, LLP as its bankruptcy counsel.
The firm's services include:
(a) advising as to the Debtor’s rights and duties in this
case;
(b) preparing pleadings related to this case, including a
disclosure statement and plan of reorganization; and
(c) taking any and all other necessary action incident to the
proper preservation and administration of this estate.
The firm will charge $275 to $485 per hour for attorney's services
and $105 per hour for paraprofessional services. Daniel Velasquez,
Esq., the attorney primarily working on this matter, charges $385
per hour.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received from the Debtor an advance fee of $5,321..
Daniel Velasquez, Esq., a partner at Latham Luna Eden & Beaudine,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daniel A. Velasquez, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Safe Electric
Safe Electric, LLC is an electrical contractor serving commercial
and residential clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2,
2023. In the petition signed by Jesus A. Castro, sole managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
SKILLZ INC: Effects 1-for-20 Reverse Common Stock Split
-------------------------------------------------------
Skillz Inc. announced that its Board of Directors approved a
1-for-20 reverse stock split of the Company's Class A common stock
and Class B common stock. The reverse stock split, which was
authorized by Skillz stockholders at the Annual Meeting of
Stockholders on June 20, 2023, was intended to return Skillz to
compliance with the New York Stock Exchange continued listing
standards.
The reverse stock split became effective on June 23, 2023 and the
Company's Class A common stock began trading on a split-adjusted
basis when the market opened on June 26, 2023. Skillz' Class A
common stock will continue to trade on the New York Stock Exchange
under the ticker symbol "SKLZ" but with a new CUSIP number of
83067L208.
As a result of the reverse stock split, every 20 shares of Skillz'
issued and outstanding common stock will be converted automatically
into one issued and outstanding share of common stock without any
change in the par value per share. The reverse stock split will
affect all stockholders uniformly and will not alter any
stockholder's percentage interest in the Company's equity, except,
to the extent that the reverse stock split would result in a
stockholder owning a fractional share. Stockholders that would
receive a fractional share will instead receive a cash payment
directly in their brokerage account equivalent to the value of the
fractional share. The reverse stock split will reduce the number
of shares of the Company's Class A common stock outstanding from
approximately 354,692,618 to approximately 17,734,630 and the
number of the Company's Class B common stock from approximately
68,601,268 to 3,430,063. Proportional adjustments will also be
made to the number of shares of the Company's common stock
authorized and the number of shares issuable upon exercise or
conversion of the Company's equity awards, warrants and other
convertible securities, as well as the applicable exercise or
conversion price thereof.
Additional information regarding the reverse stock split is
available in the Company's definitive proxy statement filed with
the SEC on May 1, 2023. Any additional questions can be directed
to the Company's transfer agent, Continental Stock Transfer & Trust
at 1-800-509-5586 or cstmail@continentalstock.com
About Skillz Inc.
Headquartered in San Francisco, California, Skillz --
www.skillz.com -- is a mobile games platform dedicated to bringing
out the best in everyone through competition. The Skillz platform
helps developers create multi-million dollar franchises by enabling
social competition in their games. Leveraging its patented
technology, Skillz hosts billions of casual eSports tournaments for
millions of mobile players worldwide, with the goal of building the
home of competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of March 31, 2023, the Company had $612.16 million in
total assets, $357.77 million in total liabilities, and $254.38
million in total stockholders' equity.
* * *
As reported by the TCR on April 28, 2023, Moody's Investors Service
downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1
following the company's recent repurchase of more than 50% of its
outstanding debt at sizable discount to par, reducing available
liquidity to fund projected cash flow deficits.
Also in April 2023, S&P Global Ratings raised its issuer credit
rating to 'CCC+' from 'SD' (selective default). The negative
outlook reflects uncertainty around the company's ability to turn
its substantially negative cash flow positive over the next three
years given ongoing challenges in right-sizing its operations and
its unproven business model.
SMART LOCAL 1594: Richard Furtek Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Richard Furtek of
Furtek & Associates, LLC as Subchapter V trustee for Int. Assoc. of
Sheet Metal, Air, Rail & Transportation Workers, Transportation
Div., Local 1594.
Mr. Furtek will be paid an hourly fee of $295 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Furtek declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Richard E. Furtek
Furtek & Associates, LLC
Lindenwood Corporate Center
101 Lindenwood Drive, Suite 225
Malvern, PA 19355
Phone: (215) 768-8030
Email: rfurtek@furtekassociates.com
About Int. Assoc. of Sheet Metal
Int. Assoc. of Sheet Metal, Air, Rail & Transportation, Workers,
Transportation Div., Local 1594 (SMART Local 1594) filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.
Pa. Case No. 23-11777) on June 16, 2023, with as much as $50,000 in
assets and $500,001 to $1 million in liabilities.
Judge Magdeline D. Coleman oversees the case.
The Debtor is represented by Holly S. Miller, Esq., at Gellert
Scali Busenkell & Brown, LLC.
SOUND INPATIENT: $200M Bank Debt Trades at 41% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Sound Inpatient
Physicians Holdings LLC is a borrower were trading in the secondary
market around 58.8 cents-on-the-dollar during the week ended
Friday, June 30, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $200 million facility is a Term loan that is scheduled to
mature on June 28, 2025. About $184 million of the loan is
withdrawn and outstanding.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly-owned subsidiaries and affiliated
companies. Sound’s principal business is to provide hospitalist
services to hospitals and health plans designed to improve the
well-being of patients while reducing their associated costs
through the management of medical care. The company is primarily
owned by private equity sponsor Summit Partners and Optum Health.
STV GROUP: Moody's Rates $30MM Incremental 1st Lien Term Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to STV Group,
Incorporated's ("STV") $30 million incremental first lien term loan
issued in June 2023 to fund the acquisition of American Engineers,
Inc. ("AEI"). All other ratings are unaffected including the B2
corporate family rating, the B3-PD probability of default, and the
B2 rating on the existing first lien credit facility consisting of
a $55 million revolver due December 2024 and a $270 million ($259
million outstanding) term loan due 2026.
Moody's views the acquisition as moderately credit negative given
that acquisition of AEI, an engineering, survey, and geotechnical
firm based in Kentucky, was predominately debt-funded with the
remainder coming from existing cash balances and roll-over equity.
The additional debt and potential earn-out payment next year delays
Moody's deleveraging expectations, reduces the company's available
liquidity, and diminishes Moody's free cash flow expectations over
the next 12 months. The acquisition is also occurring at a time
when STV's credit metrics are weakly positioned with debt to EBITDA
leverage of 6.2x for the twelve months ending March 31, 2023
relative to the previously indicated downgrade indicator of 6x and
the revolver has higher than normal utilization relative to its
peak seasonal borrowings over the last two years. The company will
also need to address the December 2024 maturity of its revolving
credit facility this year or face negative ratings pressure.
Ratings are unaffected because Moody's expects that the company
should generate sufficient free cash flow to repay around $20 to
$25 million of the $33 million in revolver borrowings by September
2023 and that credit metrics should gradually improve over the same
time period owing to the revolver repayment and revenue growth in
the low double digits driven by existing hard backlog. Moody's also
recognizes that a portion of the revolver draw is from one-time
earnouts payments of around $10 million for acquisition of CP&Y.
STV's financial strategy regarding this acquisition versus its
previous operating history given the company's diminished liquidity
is reflected in the governance score of G-4.
Assignments:
Issuer: STV Group, Incorporated
Backed Senior Secured 1st Lien Term Loan, Assigned B2
RATINGS RATIONALE
STV's B2 CFR is constrained by the company's elevated leverage and
modest size in terms of net service revenue of $508 million for the
twelve months ending March 31, 2023, making it a relatively small
company in a fragmented industry with large competitors. The
company's business is project based and relies on state and federal
spending budgets that would be adversely impacted during periods of
reduced capital spending. STV's ability to manage the risk stemming
from project timing and execution is essential to maintain margins
including estimating labor costs for projects and retaining key
personnel. The construction projects on which STV works are also
subject to compliance with environmental and safety standards that
can affect the cost and timing of the projects.
STV benefits from a visible backlog of contracted work, recurring
and recession resistant projects with two-thirds of revenue coming
from servicing existing infrastructure and facilities, and its
small average project sizes despite reliance on multiple state and
federal transportation-related agencies. Moody's expects the
company will benefit from funding from the federal support for
infrastructure, particularly from the Infrastructure Investment and
Jobs Act ("IIJA"), over the next few years which will drive
incremental backlog and revenue growth along with state and local
government spending.
Moody's considers STV's liquidity to be adequate and is supported
by Moody's expectation that free cash flow should improve to the
low single digit percent range in 2024, although it is expected to
be negative $20 million range in 2023. Pro forma for the
acquisition of AEI, the company had a cash balance of $21.4 million
and revolver borrowings of $33 million at March 31, 2023. Moody's
expects the company will generate positive free cash flow during
the second half of 2023 to repay $20 to $25 million of revolver
borrowings with the remainder repaid in 2024. Moody's would not
consider the $55 million revolver due December 2024 as a source of
liquidity should it become current. The company has no mandatory
term loan amortization on its $270 million term loan until
September 2024 and the $30 million incremental term loan is
currently subject to a 1% mandatory amortization. The company has
interest rate swaps on $75 million of notional debt at a fixed rate
of 1.5% through December 2024, and another $100 million fixed at
3.8% with maturities in 2026 and 2027 that will help mitigate the
effect of rising interest rates. There is a financial maintenance
covenant tested at 5.5x through maturity that was most recently
tested at 4.87x at March 31, 2023. Moody's expects the company will
maintain compliance with a moderate cushion, however the cushion
could become minimal if EBITDA or cash decline.
The stable outlook reflects Moody's expectation that revenue growth
in the low double digits over the next 18 months should reduce
leverage below 6x and that free cash flow will be used to reduce
reliance on its revolving credit facility. The stable outlook also
assumes the company will address the December 2024 revolver
maturity before it becomes current.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if revenue declines or debt to
EBITDA is sustained above 6x. A deterioration in liquidity or free
cash flow-to-debt below 5% could also lead to a downgrade.
Ratings could be upgraded through consistent earnings growth at
current margins, along with debt to EBITDA sustained below 4x, and
free cash flow-to-debt above 10%. STV would also need to maintain
good liquidity and financial strategies consistent with maintaining
the aforementioned metrics.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in New York, NY, STV Group, Incorporated is a
consulting, engineering, architectural, planning, environmental,
and construction management services company. The company's
segments include Transportation & Infrastructure, Building &
Facilities, and Construction/Program Management. STV is majority
owned by PFBI, and advised by TPO, a merchant bank for the business
interests of the Pritzker Family.
SUGAR CREEK: Seeks Approval to Hire Desai Law Firm as Counsel
-------------------------------------------------------------
Sugar Creek Acquisition LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire The Desai Law
Firm, LLC as its counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, power and
duties in this Chapter 11 case;
b. assisting and advising the Debtor in its consultations with
the Subchapter V trustee;
c. assisting the Debtor in analyzing the claims of creditors
and negotiating with such creditors;
d. assisting in the investigation of the assets, liabilities
and financial condition of the Debtor and reorganizing the Debtor's
business;
e. advising the Debtor in connection with the sale of its
assets or business;
f. assisting the Debtor in its analysis of and negotiation
with any third-party concerning matters related to, among other
things, the terms of a plan of reorganization;
g. assisting and advising the Debtor with respect to any
communications with the general creditor body regarding significant
matters in this case;
h. commencing and prosecuting necessary and appropriate
actions and proceedings on behalf of the Debtor;
i. reviewing, analyzing or preparing legal documents;
j. representing the Debtor at all hearings and other
proceedings;
k. conferring with other professional advisors in providing
advice to the Debtor;
l. performing all other necessary legal services in this case
as may be requested by the Debtor; and
m. assisting and advising the Debtor regarding pending
litigation matters in which it may be involved.
Desai Law Firm will be paid at these rates:
Partners $385 per hour
Associates $250 per hour
Paralegals $125 per hour
The firm received advance payment of $10,540.
Spencer Desai, Esq., a partner at Desai Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Spencer P. Desai, Esq.
The Desai Law Firm, LLC
13321 North Outer Forty Road, Suite 300
St. Louis, MO 63017
Tel: (314) 666-9781
Fax: (314) 448-4320
Email: spd@desailawfirmllc.com
About Sugar Creek Acquisition
Sugar Creek is a regional craft brewery located in St. Louis,
Missouri.
Sugar Creek Acquisition LLC d/b/a O'Fallon Brewery LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mo. Case No. 23-42041) on June 12, 2023. The
petition was signed by James Gorczyca as manager. As of April 30,
2023, the Debtor estimated $4,182,851 in assets and $10,964,120 in
liabilities.
Spencer P. Desai, Esq. at The Desai Law Firm, LLC serves as the
Debtor's counsel.
SUNLIGHT PROPERTIES: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------------
Sunlight Properties, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a Plan of Reorganization and a Disclosure
Statement on June 27, 2023.
The Debtor was formed in 2016 and is a real property investment
company in Las Vegas, Nevada. The Debtor owned 11 single
residential properties that it acquired at foreclosure sales
conducted by, or for the benefit of, homeowners' associations.
Because 10 of Debtor's 11 properties were encumbered by deeds of
trust securing claims that exceed the value of the properties,
Debtor filed its Chapter 11 case to provide a legal mechanism for
it to restructure the debts encumbering the properties. In
addition, because several of the properties had been abandoned,
were in states of disrepair and, in some cases, were being used by
squatters, Debtor improved the properties so as to be habitable.
Class B-1 consists of all unsecured Allowed Claims. There are no
unsecured claims other than a claim filed by the UST for $975 in
quarterly fees apparently owed from the prior chapter 11. In the
event they are deemed to exist, Class B Allowed Claims shall be
paid in an amount equal to 100% of the Allowed Claim, without
interest, on or before 60 days from the effective date. This
includes payment of claim filed by the UST for $975 in quarterly
fees apparently owed from the prior chapter 11
Debtor shall primarily operate the Reorganized Debtor
post-Confirmation through its principal Val Grigorian.
Debtor will meet ongoing expenses and tax obligations in due
course. Debtor anticipates professional fees will be paid in full
upon confirmation or when otherwise approved by the court.
Administrative, Priority, interest payments to Secured Claims, and
Allowed Class 2 Claims will be paid from the sale of, or if
necessary, refinance of, Debtor's real property.
A full-text copy of the Disclosure Statement dated June 27, 2023 is
available at https://urlcurt.com/u?l=M981F3 from PacerMonitor.com
at no charge.
Attorney for Debtor:
David Mincin, Esq.
Mincin Law, PLLC
7465 W. Lake Mead Blvd., Ste. 100
Las Vegas, NV 89128
Telephone: (702) 852-1957
Email: dmincin@mincinlaw.com
About Sunlight Properties
Sunlight Properties, LLC, is the fee simple owner of five real
properties in Las Vegas, with a total current value of $2.58
million.
Sunlight Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 22-10708) on March 1,
2022, disclosing $2,581,500 in total assets and $1,348,000 in total
liabilities. Val Grigorian, managing member, signed the petition.
David Mincin, Esq., at Mincin Law, PLLC, serves as the Debtor's
legal counsel.
SUNSET DEBT: $1.63B Bank Debt Trades at 19% Discount
----------------------------------------------------
Participations in a syndicated loan under which Sunset Debt Merger
Sub Inc is a borrower were trading in the secondary market around
81.1 cents-on-the-dollar during the week ended Friday, June 30,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.63 billion facility is a Term loan that is scheduled to
mature on October 6, 2028. The amount is fully drawn and
outstanding.
SIWF Holdings Inc. (Sunset Debt Merger Sub Inc.) was formed by AEA
Investors LP and British Columbia Investment Management Corporation
to facilitate their acquisition of Springs Window Fashions LLC from
Golden Gate Capital. Springs Window Fashions supplies retailers and
distributors with a line of blinds, shades, specialty treatments
and window hardware.
SUNSHINE ADULT: Unsecureds Owed $254K to Get 63% in Plan
--------------------------------------------------------
Sunshine Adult Social Center, Corp., submitted a Revised Amended
Small Business Chapter 11 Disclosure Statement.
The Debtor believes that the treatment of creditors under the Plan
of Reorganization contemplates a greater recovery for such
creditors than would be available under any alternative plan or in
a Chapter 7 Liquidation. In this regard, the following important
benefits are noted:
The plan incorporates terms of a consent order assuming lease and
setting forth cure terms pursuant to Section 365 of the bankruptcy
court reached between the debtor and Ellen Rose Associates, LLC,
the landlord (the "consent order").
In accordance with the terms of the consent order, the Plan offers
the main creditor, Ellen Rose Associates, as follows: the total
pre-petition "cure" amount required to assume the lease, as per the
terms of the agreement between the parties, is $127,779 ("cure
payments"), which represents 63.04% of the general unsecured claim
of Ellen Rose Associates, LLC filed in the case, to be payable by
the debtor in the following manner: the Debtor shall pay $25,000
lump sum within 7 business days of bankruptcy court entry of the
said consent order, with the balance of $102,779 payable over the
course of 60 months, in equal monthly installments of $1,713, with
such installments beginning March 1, 2023, and on the 1st day of
each month thereafter until paid in full. Further, cure payments
shall be considered additional rent under the lease, with such cure
payments due on a monthly basis and at the same time as contractual
rent under the lease, and failure to pay cure payments on a timely
basis shall be considered an additional basis of default under the
lease. On April 24, 2023, the Court entered an order approving the
consent order assuming lease and setting forth cure terms pursuant
to section 365 of the bankruptcy court reached between the debtor
and Ellen Rose Associates, LLC.
The Debtor believes that confirmation of the Pan is in the best
interest of creditors and recommends that creditors accept the
Plan.
Under the Plan, Class I Unsecured Claim is impaired and will
consist of claims Of General Unsecured Creditors in the Debtor's
case totaling approximately $253,903. The Debtor proposes to pay
63.04% dividend of their allowed claims:
* The Claim of Consolidated Edison Company of New York, Inc. in
the amount of $6,245. The claim will be paid 63.04% dividend
($3,937) in the following manner: (a) an initial payment of $768.84
will be made on the Effective Date of the Plan; (b) the balance of
$3,168 shall be paid within 60 months by equal installment payments
of $52.79 commencing on the next month after the initial payment.
* The Claim of NYS Department of Labor is a place holder claim
with no monetary amount assigned, thus no monetary distribution
shall be made to such claimant.
* The Claim of CitiBusiness in the amount $39,100. The Debtor
has received a forgiveness in the amount of $23,344. The current
balance of the Debtor's PPP loan is $15,756.25, which will be paid
a 63.04% dividend ($9,933) in the following manner: (a) an initial
payment of $1,940 will be made on the Effective Date of the Plan:
(b) the balance of $7,993 shall be paid within 60 months by equal
installment payments of $133.21 commencing on the next month after
the initial payment.
* The Claim of Citi Business Card in the amount of $5,869. The
claim will be paid 63.04% dividend ($3,699.77) in the following
manner: (a) an initial payment of $722.56 will be made on the
Effective Date of the Plan; (b) the balance of $2,977.21 shall be
paid within 60 months by equal installment payments of $49.62
commencing on the next month after the initial payment.
* The Claim of Ellen Rose Associates, LLC in the amount of
$202,689. Pursuant to the term of the Consent order assuming lease
and setting forth cure terms pursuant to section 365 of the
bankruptcy court reached between the Debtor and Ellen Rose
Associates, LLC, the Landlord (the "Consent Order"), the total
pre-petition "cure" amount required to assume the lease, as per the
terms of agreement between the parties, is $127,779.25 ("cure
payments"), which represents 63.04% of the general unsecured claim
of Ellen Rose Associates, LLC, to be payable by the Debtor in the
following manner: (i) a lump sum payment of $25,000.00, which
represents 19.53% of total cure payments, shall be paid within 7
business days of bankruptcy court entry of the consent order; (ii)
the balance of $102,779.25, which represents 80.47% of cure
payments, shall be paid over the course of 60 months, in equal
monthly installments of $1,712.98, with such installments beginning
March 1, 2023, and on the 1st day of each month thereafter until
paid in full. Further, cure payments shall be considered additional
rent under the lease, with such cure payments due on a monthly
basis and at the same time as contractual rent under the lease, and
failure to pay cure payments on a timely basis shall be considered
an additional basis of default under the lease. The cure payment of
$127,779.25 represents 63.0435% of the general unsecured claim of
Ellen Rose Associates, LLC. On April 24, 2023, the Court entered an
order approving the Consent order assuming lease and setting forth
cure terms pursuant to section 365 of the bankruptcy court reached
between the Debtor and Ellen Rose Associates, LLC.
The Plan will be financed from continuing operating income,
reorganized business operations of the Debtor, from the timely
collections of outstanding receivables, as well as from funds
accumulated in the Debtor's DIP account.
Attorney for debtor Sunshine Adult Social Center, Corp.:
Alla Kachan, Esq.
2799 Coney Island Ave., Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
A copy of the Disclosure Statement dated June 21, 2023, is
available at https://tinyurl.ph/JoJmW from PacerMonitor.com.
About Sunshine Adult Social Center
Sunshine Adult Social Center sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-44231) on Dec. 9, 2020, disclosing $50,001 to $100,000 in assets
and $100,001 to $500,000 in liabilities.
Judge Jil Mazer-Marino oversees the case.
The Debtor tapped the Law Offices of Alla Kachan as its legal
counsel and Wisdom Professional Services Inc. as its accountant.
SUNSHINE ADULT: Unsecureds Will Get 63.04% Dividend in Plan
-----------------------------------------------------------
Sunshine Adult Social Center, Corp., submitted a Second Amended
Small Business Disclosure Statement describing Second Amended Plan
of Reorganization dated June 29, 2023.
The Debtor will continue its operation as a Nursing and Personal
Care Center for Adults.
The Plan will be financed from continuing operating income,
reorganized business operations of the Debtor, from the timely
collections of outstanding receivables, as well as from funds
accumulated in the Debtor's DIP accounts.
Class I shall consist of claims of general unsecured creditors in
the Debtor's case totaling approximately $253,902.55. The Debtor
proposes to pay 63.04% dividend of their allowed claims as set
forth herein:
* The claim of Consolidated Edison Company of New York, Inc.
will be paid 63.04% dividend ($3936.72) in the following manner:
(a) an initial payment of $768.84 will be made on the effective
date of the Plan; (b) the balance of $3,167.88 shall be paid within
60 months by equal installment payments of $52.79 commencing on the
next month after the initial payment.
* The claim of NYS Department of Labor is a placeholder claim
with no monetary amount assigned, thus no monetary distribution
shall be made to such claimant.
* The claim of CitiBusiness. The Debtor has received a
forgiveness in the amount of $23,343.75. The current balance of the
Debtor's PPP loan is $15,756.25, which will be paid 63.04% dividend
($9,932.74) in the following manner: (a) an initial payment of
$1,939.86 will be made on the effective date of the Plan; (b) the
balance of $7,992.88 shall be paid within 60 months by equal
installment payments of $133.21 commencing on the next month after
the initial payment.
* The claim of Citi Business Card will be paid 63.04% dividend
($3,699.77) in the following manner: (a) an initial payment of
$722.56 will be made on the effective date of the Plan; (b) the
balance of $2,977.21 shall be paid within 60 months by equal
installment payments of $49.62 commencing on the next month after
the initial payment.
* Pursuant to the term of the Consent order assuming lease and
setting forth cure terms pursuant to section 365 of the bankruptcy
court reached between the Debtor and Ellen Rose Associates, LLC,
the Landlord ("Consent Order"), the total pre-petition cure amount
required to assume the lease, as per the terms of agreement between
the parties, is $127,779.25 ("cure payments"), which represents
63.04% of the general unsecured claim of Ellen Rose Associates, to
be payable by the Debtor in the following manner: (i) a lump sum
payment of $25,000.00, which represents 19.53% of total cure
payments, shall be paid within 7 business days of bankruptcy court
entry of the consent order; (ii) the balance of $102,779.25, which
represents 80.47% of cure payments, shall be paid over the course
of 60 months, in equal monthly installments of $1,712.98, with such
installments beginning March 1, 2023, and on the 1st day of each
month thereafter until paid in full.
Arkady Khavulya, the sole equity interest holder, shall retain his
interest in the Debtor following Confirmation, in consideration of
a new value contribution, being made by them as the equity holder,
toward the payment of general unsecured creditor claims. The
Debtor's president will contribute funds in installments over the
life of the plan, on as needed basis, up to the full amount of
$20,000.00, representing the principal's new value contribution.
Arkday Khavulya, as a Debtor's president and 100% shareholder, will
continue to be employed by the reorganized debtor, without monthly
compensation.
A full-text copy of the Second Amended Disclosure Statement dated
June 29, 2023 is available at https://urlcurt.com/u?l=RyKghS from
PacerMonitor.com at no charge.
Attorney for Debtor:
Alla Kachan, Esq.
2799 Coney Island Ave., Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About Sunshine Adult Social Center
Sunshine Adult Social Center sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-44231) on Dec. 9, 2020, disclosing $50,001 to $100,000 in assets
and $100,001 to $500,000 in liabilities.
Judge Jil Mazer-Marino oversees the case.
The Debtor tapped the Law Offices of Alla Kachan as its legal
counsel and Wisdom Professional Services Inc. as its accountant.
SURGEPOWER MATERIALS: Trustee Gets OK to Hire IPX as IP Consultant
------------------------------------------------------------------
Gregory Milligan, the trustee appointed in the Chapter 11 case of
SurgePower Materials, Inc., received approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ IPX,
LLC as its intellectual property consultants.
IPX will provide the following suite of services:
-- Valuation Analysis
-- Referential Analysis
-- Semantic Similarity Analysis
-- Strategic Acquisition Analysis
-- Transaction Support
The Trustee seeks to employ IPX on a contingency fee basis for 35
percent of the total consideration in any form received from the
sale of the Intellectual Property.
As disclosed in the court filings, IPX is a disinterested person
within the meaning of 11 U.S.C. Secs. 101(14) and 327(a).
The firm can be reached through:
G. Edward Powell, Jr.
IPX, LLC
3621 Saratoga Drive, Suite 200
Nashville, TN 37205
Phone: (512) 328-5400
About SurgePower Materials
SurgePower Materials, Inc. is a green technology company that
produces high purity graphene. The company is based in New
Braunfels, Texas.
On Dec. 20, 2022, an involuntary petition under Chapter 11 of the
Bankruptcy Code was filed against SurgePower Materials (Bankr. W.D.
Texas Case No. 22-51436) by creditors. The creditors include
Ecliptic Holdings I, LLC, Ecliptic Evergreen Innovations Fund I LP,
Harborock Ltd., Carbonaceous Green Investments LLC, Steven George
Gibson, and Richard Thomas Shaffer.
Judge Michael M. Parker oversees the case.
The creditors are represented by Marc C. Taylor, Esq., at Waller
Lansden Dortch & Davis, LLP.
On April 28, 2023, Gregory S. Milligan was appointed as Chapter 11
trustee in this case. The trustee tapped Husch Blackwell LLP as
counsel and Harney Partners as financial advisors.
SVB FINANCIAL: Creditors Cleared to Probe McKinsey, Advisors
------------------------------------------------------------
James Nani of Bloomberg Law reports that creditors of Silicon
Valley Bank's bankrupt parent obtained court approval to serve
subpoenas on a bevy of people and entities tied to the fallen bank,
including 30 current and former directors and officers, and
consultants McKinsey & Co., Curinos, LLC, BlackRock Inc., and
Goldman Sachs & Co.
The requests for subpoenas and depositions, due within 21 days of
being received, were granted by Judge Martin Glenn of the US
Bankruptcy Court for the Southern District of New York.
The Official Committee of Unsecured Creditors on June 23, 2023,
filed a motion motion for entry of an order under Rule 2004 of the
Federal Rules of Bankruptcy Procedure authorizing the Committee to
conduct an examination of, and seek discovery from (i) McKinsey &
Co., (ii) Curinos, LLC, (iii) BlackRock, Inc., and (iv) Goldman
Sachs & Co., each of which served as a banking consultant to
Silicon Valley Bank, with regard to risk management.
The Committee intends to serve requests under Bankruptcy Rule 2004
on several entities that possess documents and information
concerning the Debtor and its former subsidiary, SVB, whose sudden
collapse in March of 2023 precipitated the Debtor's bankruptcy.
"As has been widely reported, numerous government agencies and
industry analysts have recently undertaken analyses and have
reportedly identified significant (if not egregious) problems with
regard to risk management procedures in place at SVBFG, advice
regarding those procedures from advisors or consultants, and
certain actions (or non-actions) taken by the board and officers.
The Committee's investigation is focusing on these issues, as well
as other matters concerning regulators' oversight of and
communications with SVB and the Debtor in advance of SVB's
collapse. In addition, the Committee is investigating the Debtor's
assets, liabilities and pre- petition transactions and
decision-making generally. The Committee believes there may be
valuable claims against the Debtor's current and former directors
and officers ("Ds & Os"), as well as other parties. The requested
discovery will permit the Committee to conduct a further
investigation to assess the value and strength of the potential
causes of action," the Committee said.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.,
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
SWF HOLDINGS I: S&P Downgrades ICR to 'CCC+', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Wisconsin-based window coverings manufacturer SWF Holdings I
(Springs) to 'CCC+' from 'B-'.
S&P said, "At the same time, we lowered our rating on the company's
first-lien senior secured debt to 'CCC+' from 'B-'. The '3'
recovery rating reflects our expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a payment default.
We also lowered our rating on its senior unsecured debt to 'CCC-'
from 'CCC'. The recovery rating remains '6', reflecting our
expectation for negligible recovery (0%-10%; rounded estimate:
0%).
"The negative outlook reflects that we could lower the ratings in
the coming quarters if we envision default scenarios in which
Springs cannot cover its interest and fixed charges or it
experiences a covenant breach.
"The ratings reflect our view that the capital structure is
currently unsustainable given the company's high leverage and weak
coverage metrics.
Weakening consumer spending and growing inflationary pressures have
translated into steady erosion in demand for the company's products
throughout the second half of 2022 in both its dealer and retail
channels. Springs' international business, though a comparatively
smaller portion of its revenue, saw double-digit decline due in
part to the ongoing Russia-Ukraine conflict, compounded by
unfavorable foreign exchange pressures. Combined with the company's
significant increase in debt following its LBO by Clearlake Capital
Group L.P. in late 2021, this has left little ratings cushion to
absorb weaker earnings cycles during economic downturns. This is
currently the case with leverage increasing above 10x as of
last-12-months-ended March 31, 2023, from 8.6x during the same
period in 2022. Furthermore, the EBITDA decline combined with the
rising interest rate environment has resulted in interest coverage
falling to approximately 1.3x in the last-12-months-ended March 31,
2023 compared with 2.4x in the same period the prior year. Although
the company has hedged approximately a notional $500 million of its
term loan with fixed-rate swaps, a significant portion of its debt
remains exposed to interest rate risk. Should EBITDA decline
further in fiscal 2023 or interest rates rise further, this could
result in the inability to cover fixed-charge metrics in the near
term.
Current demand pressure has coincided with high input material,
freight, and energy costs, resulting in adjusted EBITDA margins
declining by approximately 120 basis points (bps) to 18.7% as of
last-12-months-ended March 31, 2023. We expect inflationary
pressures on labor and energy to persist through the first half of
2023 but abate midway through the year, as the company benefits
from material and freight costs falling from their peaks in 2022
in-time for its seasonal ordering schedule. S&P said, "We expect
Springs will continue to implement price increases to offset input
cost inflation and it has also begun taking steps to reduce its
cost base. Additionally, we expected input and freight costs to
normalize as inflation eases. Freight costs should further benefit
from a consolidation of shipping routes to lessen the company's
freight burden. However, the degree and expected time required to
fully realize these savings remains uncertain. If demand remains
depressed for a prolonged period and Springs is unsuccessful in
controlling or cutting enough costs to improve margins, we believe
its capital structure could become unsustainable."
Springs' residential segment has been especially sensitive to weak
consumer discretionary spending, which S&P expects will remain
largely soft throughout the year.
S&P said, "We continue to believe demand will remain soft through
2023 given the discretionary nature of Springs' home improvement
products, as consumer spending remains challenged particularly for
big-ticket items like window coverings. The company entered 2022
with a boost from the strong housing market, low interest rates,
and good repair-and-remodel (R&R) activity. However, the
macroeconomic landscape has now given way to a housing market
slowdown coupled with rising interest rates, putting additional
downward pressure on demand for window coverings.
"We expect housing starts to decline by approximately 0.4 million
units in 2023, along with a decline in residential R&R activity as
consumers prioritize spending on nondiscretionary goods such as
food and energy. However, we expect some of this decline to be
offset by moderate rebound in the U.S. nonresidential construction
sector, given the sector's continued project backlog and growth
since late 2022 compared with the residential sector.
"The office R&R sector continues its slow rebound from an
oversupply of existing real estate. Elevated interest rates will
likely further these trends resulting in a shift toward renovation
spending. Combined with new product launches predominately catered
toward Springs' residential offerings, this should allow for some
modest volume and price offset against the persistent decline of
residential construction and R&R through the second half of 2023.
However, we forecast the continued decline in the overall
residential macroeconomic landscape this year will overshadow these
tailwinds. We believe this will result in still lower sales volumes
and revenue decline for the remainder of 2023. As such, most
near-term growth will remain primarily price-driven as the company
continues to implement price increases during the year to combat
depressed volumes and cost pressures. We expect growth to rebound
to the low-single-digit area in 2024 as pressures slowly subside
and demand returns."
Weaker profits have stressed free operating cash flow (FOCF) as
have working capital outflows.
Springs' FOCF generation has been significantly hampered this year,
with a $28 million deficit as of the last-12-months-ended March 31,
2023, compared with positive generation of $36 million and $130
million in 2021 and 2020, respectively. This was primarily due to
sales and margin declines during the year, but higher incremental
interest payments added further stress to Springs' ability to
generate cash flow. Also adding stress was the timing abnormalities
of freight/management fee payments that resulted in a negative
working capital position. S&P said, "Additionally, the company's
$217 million inventory level remains high, though we note it has
decreased by a modest $7 million from the end of 2022. We expect
the company should see some natural working capital relief in 2023.
This will come as its accounts payable collections return to normal
cadence and from its continued focus on reducing inventory as it
works through its current levels. This will be offset by some
intra-period usage to support new product launches. Furthermore, we
expect the company's working capital position to improve toward the
middle of 2023, after Springs works down its existing higher-cost
inventory burden in the first half of the year. This should allow
for some working capital benefit, though we expect a continued FOCF
deficit of approximately $6 million for fiscal 2023."
The negative outlook reflects that S&P could lower the ratings in
the coming quarters if it envisions default scenarios such as an
inability to cover interest and fixed charges or if there is a
covenant breach.
S&P could lower its rating on Springs if it believes the company
cannot meet its debt and interest coverage requirements in the next
12 months. This could occur if:
-- The company cannot offset cost pressures against weaker
consumer demand, significantly lowering profitability and leading
to EBITDA coverage of interest sustained below 1x or inadequate
coverage of fixed charges.
-- The company is unable to sufficiently to reverse its working
capital burden, leading to continued FOCF deficit and the use of
its ABL to fund operations.
S&P could take a positive rating action if Springs sustains FOCF
generation and improves EBITDA interest coverage above 1.5x on a
sustained basis, alleviating our concerns over fixed-charge
coverage. This could occur if:
-- Demand improves as the company maintains tighter cost control
and successfully realizes the incremental benefits of its cost
initiatives, leading to higher EBITDA than anticipated.
-- The company is able to successfully improve its working capital
position, improve its FOCF, and reduce its debt burden,
specifically its revolver borrowings.
T-ROLL CONSTRUCTION: Taps Dickensheet & Associates as Appraiser
---------------------------------------------------------------
T-Roll Construction, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Dickensheet &
Associates, Inc. as its appraiser.
The Debtor requires an appraiser to inspect certain equipment and
provide written appraisals, which it will use to defend a pending
motion for relief from stay and prepare a Chapter 11 plan of
reorganization.
As disclosed in court filings, Dickensheet & Associates is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christine Dickensheet
Dickensheet & Associates, Inc.
1501 West Wesley Avenue
Denver, CO 80223
Telephone: (303) 934-8322
Toll Free: (877) 284-0338
Fax: (303) 934-8252
Email: customerservice@dickensheet.com
About T-Roll Construction
T-Roll Construction, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-11154) on March
24, 2023, with as much as $10 million in both assets and
liabilities. Seth Cvancara, owner and chief executive officer,
signed the petition.
Judge Thomas B. Mcnamara oversees the case.
Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor
as legal counsel.
TAHOE LAKE: Taps Law Offices of Michael Jay Berger as Counsel
-------------------------------------------------------------
Tahoe Lake Love seeks approval from the U.S. Bankruptcy Court for
the Eastern District of California to hire the Law Offices of
Michael Jay Berger.
The Debtor requires legal counsel to:
(a) communicate with creditors;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with the
reporting requirements of the Office of the U.S. Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceeding;
(g) respond to creditor inquiries;
(h) review proofs of claim filed in the Debtor's Chapter 11
bankruptcy and object to inappropriate claims;
(i) prepare notices of automatic stay in all state court
proceedings in which the Debtor is sued; and
(j) if appropriate, prepare a Chapter 11 plan of
reorganization for the Debtor.
The firm will be paid at these rates:
Michael Jay Berger, Esq. $595 per hour
Sofya Davtyan, Senior Associate Attorney $545 per hour
Carolyn M. Afari, Mid-level Associate Attorney $435 per hour
Robert Poteete, Mid-level Associate Attorney $435 per hour
Angeline Smirnoff, Associate Attorney $395 per hour
Senior Paralegals and Law Clerks $250 per hour
Bankruptcy Paralegals $200 per hour
The firm received a retainer in the amount of $20,000.
Michael Jay Berger, Esq., the sole owner of the Law Offices of
Michael Jay Berger, disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Tahoe Lake Love
Tahoe Lake Love sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-21903) on June
9, 2023, with as much as $50,000 in assets and $500,001 to $1
million in liabilities.
Judge Christopher D Jaime oversees the case.
The Law Offices of Michael Jay Berger represents the Debtor as
bankruptcy counsel.
TANNER CONSTRUCTION: Seeks to Hire Ruff & Cohen as Legal Counsel
----------------------------------------------------------------
Tanner Construction Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire Ruff
& Cohen, P.A. as its legal counsel.
The firm's services include:
a) advising and counseling the Debtor concerning the operation
of its business in compliance with Subchapter V Chapter 11, the
operating guidelines of the Office of the U.S. Trustee, and orders
of the court;
b) prosecuting and defending any causes of action on behalf of
the Debtor;
c) preparing legal papers;
d) assisting in the formulation of a Chapter 11 plan of
reorganization;
e) assisting in obtaining confirmation of the plan; and
f) assisting in obtaining a discharge and a final decree.
Ruff & Cohen will be paid at the hourly rate of $300 and will be
reimbursed for out-of-pocket expenses incurred.
In addition, the firm will be paid a retainer in the amount of
$20,000, and $1,738 filing fee.
Lisa Cohen, Esq., a partner at Ruff & Cohen, disclosed in a court
filing that her firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Ruff & Cohen can be reached at:
Lisa C. Cohen, Esq.
Ruff & Cohen, P.A.
4010 W Newberry Rd Ste G
Gainesville, FL 32607-2368
Tel: (904) 720-0070
Email: lisacohen@bellsouth.net
About Tanner Construction Group
Tanner Construction Group, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
23-10112) on June 16, 2023, with $510,198 in assets and $1,859,277
in liabilities. Christopher M. Tanner, managing member, signed the
petition.
Lisa C. Cohen, Esq., at Ruff & Cohen, P.A. represents the Debtor as
legal counsel.
TESORINA LLC: Unsecureds Will Get 10% of Claims in 60 Months
------------------------------------------------------------
Tesorina, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of New York a Small Business Plan of
Reorganization dated June 29, 2023.
Since April 2017 Debtor has operated a clothing boutique selling
women's clothing and accessories on line and at a storefront at 17
Chenango St, Binghamton, NY 13901.
In mid 2022, Debtor's income began to decrease while expenses
increased and Debtor had difficulty paying the ongoing expenses of
the business. Subsequent merchant cash advances were taken by
Debtor with Small Business Financial Solutions, LLC in July, 2022;
Shopify Capital Inc. in August 2022; Forward Financing LLC in
September 2022; and Flexibility Capital Inc in December, 2022.
The result was that Debtor had to maintain a bank account
sufficient to cover withdrawals by these merchant capital creditors
of approximately $650.00 per day. Debtor could not continue in
business with the costs of maintaining a storefront, paying weekly
payroll on top of the daily withdrawal of funds from the Merchant
Cash Advance creditors. As a result, Debtor could not continue to
operate its business without a reorganization.
After reviewing Proofs of Claim amounts and claims listed as
disputed but where creditors did not file a Proof of Claim, and a
cram down of one secured creditors claim, the totals are as
follows: Secured debts total $44,777.55, priority unsecured debts
totaling $0.00, and general unsecured debts totaling $85,181.36.
This Plan of Reorganization under Chapter 11 of the Code proposes
to pay creditors of the Debtor from Debtor's cash flow from
operations and future income.
Creditors in Class 3 will receive distributions which the proponent
of this Plan has valued at approximately 10 cents on the dollar.
This Plan also provides for payment of Administrative Expense
Claims.
Class 3 consists of General Unsecured Claims. All Class 3 Claims
shall be paid as wholly unsecured claims. Debtor will pay an amount
equal to approximately 10% of all allowed Class 3 claims. Payment
of Class 3 claims will begin 30 Days after the Effective Date and
continue thereafter for 60 months or until paid 10% of their
Claims.
Unsecured creditors will receive a pro rata portion of the monthly
unsecured payment which will be $142.00. There will be a total
payout of approximately $8,518.14 to unsecured creditors.
Class 4 consists of Equity Security Holder Desiree McCormick.
Equity Interest holders shall receive 100% of the shareholder
interests in the reorganized Debtor.
The Plan will be implemented by the Debtor remitting payment to
creditors from the Debtor's cash flow derived from income from
plumbing, heating and air conditioning clients.
A full-text copy of the Plan of Reorganization dated June 29, 2023
is available at https://urlcurt.com/u?l=dO9GLe from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Peter A. Orville, Esq.
Orville & McDonald Law, PC
30 Riverside Dr.
Binghamton, NY 13905
Telephone: (607) 770-1007
Email: peteropc@gmail.com
About Tesorina LLC
Tesorina, LLC, operates a clothing boutique selling women's
clothing and accessories on line and at a storefront at 17 Chenango
St, Binghamton, NY 13901.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60174) on March 17,
2023. In the petition signed by Desiree McCormick, its owner, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Wendy A. Kinsella oversees the case.
Peter A. Orville, Esq., at Orville & McDonald Law, P.C., is the
Debtor's legal counsel.
TGPC PROPERTIES: To Seek Plan Confirmation on Aug. 15
-----------------------------------------------------
TGPC Properties, LLC, sought and obtained pursuant to 11 U.S.C.
section 1125(f)(1) and (f)(3) an order: (a) conditionally approving
the Plan itself as satisfying the requirement under 11 U.S.C.
Section 1125 that the Debtor provide adequate information about the
Plan providing adequate information, subject to final approval
after notice and a hearing; and (c) setting an initial hearing to
consider both confirmation of the Plan and final approval of the
Plan as providing adequate protection.
A hearing on confirmation of the Plan is scheduled for Aug. 15,
2023, at 10:30 AM at Telephonic Hearing. Objections and Chapter 11
ballots are due Aug. 8, 2023.
In 2018, 7th Street decided to remodel a building on the Café land
to open a non-profit café, whose revenues would be used to fund
the Church's mission and philanthropies. Debtor sought conventional
lending for its acquisition and development of the Café, but was
only able to get a hard money construction loan facility from the
Capital Fund I LLC in the original principal amount of up to
$1,581,500, secured by a deed of trust on both the Property and the
Café. The note and deed of trust were subsequently assigned to 4
LLC.
The Debtor fell behind in its payments on the note, and 4 LLC's
predecessor initiated a trustee's sale. The Debtor filed the
instant bankruptcy petition to avoid foreclosure, to preserve what
it believes is the substantial equity in the Property, and to
ensure that the Church's congregants will be able to continue to
gather and worship at the Property as they have years.
On June 6, 2023, Debtor filed an objection to 4 LLC's proof of
claim (the "4 LLC Claim Objection"), alleging among other things
that the default interest charged by 4 LLC constitutes an
unenforceable penalty, 4 LLC improperly compounded interest, and 4
LLC forfeited any right to interest by exacting payment from Debtor
in excess of the amount Debtor contractually agreed to pay.
On June 17, 2023, TGPC Properties filed its Plan of Reorganization.
This is a case in which Debtor has a single asset and only two
creditors. Given the lack of complexity of this case and the
primary
creditor's familiarity with the facts and circumstances of this
case, Debtor asserts that a separate, extensive disclosure
statement is not necessary to adequately inform anyone's decision
whether to accept or reject the Plan.
The Plan includes an extensive discussion of the background of
Debtor's business, events leading to the filing of the bankruptcy,
Debtor's current financial condition, its means for funding the
Plan, its projected income and expenses, and a liquidation
analysis.
The Debtor asserts that the remaining provisions of the Plan are
clear and concise concerning the identification and treatment of
each class of claims and interests such that a separate disclosure
statement should not be required.
Attorneys for the Debtor:
Bradley D. Pack, Esq.
ENGELMAN BERGER, P.C.
2800 North Central Avenue, Suite 1200
Phoenix, AR 85004
Tel: (602) 271-9090
Fax: (602) 222-4999
E-mail: bdp@eblawyers.com
About TGPC Properties
TGPC Properties, LLC, is primarily engaged in renting and leasing
real estate properties.
TGPC Properties filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-08374) on Dec. 19,
2022, with $1 million to $10 million in both assets and
liabilities. Paul Johnson, manager, signed the petition.
Judge Madeleine C. Wanslee oversees the case.
The Debtor is represented by D. Lamar Hawkins, Esq., at Guidant
Law, PLC as legal counsel and Carel Marbry of The Gathering Place
Church as bookkeeper.
TIFFANY & JANELL: Taps Law Offices of Neil Crame as Counsel
-----------------------------------------------------------
Tiffany & Janell Realty, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Connecticut to employ Law
Offices of Neil Crame, LLC as counsel.
The firm's services include:
a. legal advice with respect to the power and duties of the
Debtor;
b. representing the Debtor before the Bankruptcy Court at all
hearings, and in all matter pertaining to its affairs;
c. advising and assisting the Debtor in the preparation and
negotiation of a Plan of Reorganization with its creditors;
d. preparing legal papers; and
e. performing such other legal services for the Debtor, which
may be desirable or necessary.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will be paid a retainer in the amount of $15,000.
Stuart H. Caplan, Esq., a partner at Law Offices of Neil Crame,
LLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Stuart H. Caplan, Esq.
Law Offices of Neil Crame, LLC
2679 Whitney Avenue
Hamden, CT
Tel: (203) 230-2233
Email: stuart@neilcranelaw.com
About Tiffany & Janell Realty, LLC
Tiffany & Janell Realty, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 23-20439) on June 5, 2023,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by the Law Offices of Neil Crame, LLC.
TIMBER PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting
----------------------------------------------------------------
Timber Pharmaceuticals, Inc. held its Annual Meeting of
Stockholders at which the stockholders:
(1) elected John Koconis, David Cohen, M.D., Lubor Gaal, Ph. D.,
Gianluca Pirozzi, M.D., Ph.D., and Edward J. Sitar as directors;
(2) approved an amendment to the Timber Pharmaceuticals, Inc.
2020 Omnibus Equity Incentive Plan to increase the number of shares
of common stock authorized for issuance thereunder from 263,179 to
449,223; and
(3) ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2023.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber reported a net loss and comprehensive loss of $19.38 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $10.64 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $10.27 million in total
assets, $5.04 million in total liabilities, and $5.23 million in
total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TKEES INC: Seeks to Hire Berger Singerman as Special Counsel
------------------------------------------------------------
Tkees, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Berger Singerman, LLP as its
special litigation counsel.
The firm will represent the Debtor regarding the lender liability
issue in a judicial settlement conference against its largest
creditor, Windsor Private Capital Limited Partnership.
The firm will charge $650 per hour for its services.
Berger Singerman neither holds nor represents any interest adverse
to the Debtor and its estate, according to court filings.
The firm can be reached through:
Gavin Gaukroger, Esq.
Paul Avron, Esq.
Berger Singerman, LLP
201 East Las Olas Boulevard
Fort Lauderdale, FL 33301
Tel: (954) 525-9900
Fax: (954) 523-2872
Email: ggaukroger@bergersingerman.com
pavron@bergersingerman.com
About Tkees Inc.
Tkees Inc. is a manufacturer and seller of sandals and flip flops
for women.
Tkees sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 23-12126) on March 20, 2023, with
$1 million to $10 million in both assets and liabilities. Jesse
Burnett, president of Tkees, signed the petition.
Judge Scott M. Grossman oversees the case.
The Debtor tapped Bradley S. Shraiberg, Esq., at Shaiberg Page PA
as bankruptcy counsel; and Fleit Gibbons Gutman Bongini & Bianco
P.L. and Berger Singerman, LLP as special counsels.
TORI BELLE: Michael DeLeo Named Subchapter V Trustee
----------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Michael DeLeo as
Subchapter V trustee for Tori Belle Cosmetics LLC.
Mr. DeLeo will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. DeLeo declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael S. DeLeo
10900 NE 4th Street, Suite 1850
Bellevue, WA 98004
Phone: (425) 462-4700
Email: Msdeleo-trustee@prklaw.com
About Tori Belle
Tori Belle Cosmetics, LLC offers cosmetic products in Woodinville,
Wash.
Tori Belle Cosmetics filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11122) on
June 16, 2023, with $4,687,380 in assets and $2,751,998 in
liabilities. Robert Kitzberger, president and authorized officer,
signed the petition.
Judge Marc Barreca oversees the case.
James E. Dickmeyer, Esq., at the Law Office of James E. Dickmeyer,
PC is the Debtor's bankruptcy counsel.
TRINITY FAMILY: Seeks Cash Collateral Access
--------------------------------------------
Trinity Family Practice & Urgent Care PLLC asks the U.S. Bankruptcy
Court for the Western District of Texas, Midland Division, for
authority to use cash collateral in accordance with the budget,
with a 5% variance.
The Debtor requires the use of cash collateral to continue its
operations.
The Debtor depends on the use of cash collateral for payroll,
insurance, medical supplies and general operating expenses. Revenue
is generated through the Debtor's business of its family health
clinic and urgent care clinic business.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by (in priority order) by Security Bank
and U.S. Small Business Administration.
As adequate protection the creditors will be granted replacement
liens on all post-petition cash collateral and post-petition
acquired property to the same extent and priority they possessed as
of the Petition Date.
The Debtor projects $81,392 in cash receipts and $78,501 in cash
disbursements. A copy of the Debtor's budget is available at
https://urlcurt.com/u?l=b3tMRI from PacerMonitor.com.
About Trinity Family Practice & Urgent Care PLLC
Trinity Family Practice & Urgent Care PLLC manages and operates its
family health clinic and urgent care clinic business as the
Debtor-In-Possession.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-70068) on June 23,
2023. In the petition signed by Jason Payne, partner, the Debtor
disclosed up to $100,000 in assets and up to $1 million in
liabilities.
TRINITY LEGACY: Seeks Cash Collateral Access Thru Sept 30
---------------------------------------------------------
Trinity Legacy Consortium, LLC asks the U.S. Bankruptcy Court for
the District of New Mexico for authority to continue using cash
collateral from July 1 through September 30, 2023. The Debtor
requires the continued use of cash collateral to continue the
operation of its business.
Trinity Legacy owes two parties that are secured by the Debtor's
intangible assets:
-- The Small Business Administration, in the amount of
approximately $150,000. The SBA holds a security interest in all
tangible and intangible personal property, including, but not
limited to: (a) inventory, (b) equipment, (c) instruments,
including promissory notes (d) chattel paper, including tangible
chattel paper and electronic chattel paper, (e) documents, (f)
letter of credit rights, (g) accounts, including health-care
insurance receivables and credit card receivables, (h) deposit
accounts, (i) commercial tort claims, (j) general intangibles,
including payment intangibles and software, and (k) as-extracted
collateral as such terms may from time to time be defined in the
Uniform Commercial Code.
-- Forward Financing LLC, in the amount of approximately
$120,000. Forward Financing holds a security interest in the future
account receipts of the Debtor, pursuant to a Financing Approval
Statement, dated September 20, 2022.
The Debtor is in the process of reviewing and reconciling asserted
non-priority unsecured claims, but believes the claims are in
excess of $500,000.
The Debtor incurred a factoring loan with Forward Financing to help
meet expenses for the business, and in exchange gave a security
interest in the Debtor's future receipts. Payment on such loan gave
rise to the Debtor falling behind on other business expenses,
necessitating the filing for Chapter 11.
In addition, the Debtor is a defendant in several pending state
court litigations in connection with the Debtor's business
operations. The costs and fees associated with pursuing such
litigations in various jurisdictions, in addition to the financial
strain on the Debtor's operations, necessitated the bankruptcy
filing as the most efficient forum to reorganize the Debtor's
financial affairs.
The Debtor requests authorization to continue making cash payments
during the Cash Collateral Period to:
-- the SBA in the amount of $750 per month; and
-- Forward Financing in the amount of $2,000 per month.
The Debtor requests authorization to continue granting the SBA and
Forward Financing a replacement lien on postpetition collateral, to
the same extent as and with the same priority as they held valid
liens on such collateral pre-petition, pursuant to Bankruptcy Code
sections 361 and 363, without waiving any rights or defenses that
the Debtor may assert.
A copy of the motion is available at https://urlcurt.com/u?l=zN2Vxm
from PacerMonitor.com.
About Trinity Legacy Consortium, LLC
Trinity Legacy Consortium, LLC operates a construction and home
building business with locations in Farmington, New Mexico, and
Wallowa, Oregon.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7,
2022. In the petition signed by Jan Swift and Jacob Swift, managing
members, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's
legal counsel.
US RENAL: $1.60B Bank Debt Trades at 53% Discount
-------------------------------------------------
Participations in a syndicated loan under which US Renal Care Inc
is a borrower were trading in the secondary market around 47.1
cents-on-the-dollar during the week ended Friday, June 30, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.60 billion facility is a Term loan that is scheduled to
mature on July 26, 2026. About $1.54 billion of the loan is
withdrawn and outstanding.
U.S. Renal Care is a dialysis provider available for people living
with chronic and acute renal disease.
VBI VACCINES: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------
VBI Vaccines Inc. held its 2023 Annual General Meeting of
Shareholders at which the stockholders:
(1) elected Steven Gillis, Damian Braga, Joanne Cordeiro, Michel
De Wilde, Vaughn Himes, Blaine H. McKee, Jeffrey R. Baxter, and
Nell Beattie as directors to serve until the next annual meeting of
shareholders or until the appointment or election and qualification
of their successors;
(2) approved the appointment of EisnerAmper LLP as the Company's
independent registered public accounting firm until the next annual
meeting of shareholders and authorized the audit committee of the
board of directors of the Company to fix EisnerAmper LLP's
remuneration;
(3) approved, on an advisory basis, the triennial frequency of
future advisory vote on executive compensation; and
(4) approved, on an advisory basis, the compensation of the
Company's named executive officers.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, compared to a net loss of $69.75 million for
the year ended Dec. 31, 2021.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2022 and cash outflows
from operating activities for the year-ended December 31, 2022 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VENATOR MATERIALS: Seeks to Hire PwC as Accounting Advisor
----------------------------------------------------------
Venator Materials, PLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
PricewaterhouseCoopers, LLP.
The firm will render these services:
Accounting Advisory Services
a. advise the Debtors on the scope of accounting and financial
reporting changes introduced by its bankruptcy pursuant to ASC 852
- Reorganizations;
b. analyze and advise the Debtors on certain accounting and
reporting issues related to their bankruptcy;
c. advise the Debtors on certain potential financial reporting
and SEC filing matters that the Debtors may consider related to
their bankruptcy;
d. advise the Debtors on the potential impact of the
bankruptcy on their current accounting and financial reporting
policies, procedures, systems, and processes, based on
authoritative guidance;
e. read the listing of court dockets and advise the Debtors on
certain potential accounting matters that the Debtors may consider
related to the bankruptcy;
f. advise the Debtors with their analysis of enterprise value
reconciliation;
g. read the Debtors' transaction agreements and comment on
certain accounting considerations;
h. advise and assist the Debtors with their accounting for
claims received;
i. advise and assist the Debtors with the assessment of
accounting treatment for rejected executory contracts and leases;
j. advise and assist the Debtors on their application of
fresh-start reporting pursuant to ASC 852 -Reorganizations; and
k. advise and assist the Debtors with their analysis of certain
transactions related to their emergence from bankruptcy.
Project Management Advisory Services
a. provide advice and assistance to support the Debtors in the
development of the Debtors' project plans including, as requested,
advice on the timing of milestones and interdependencies,
communication frameworks, governance structures, resource
requirements, and issues resolution processes;
b. based on the Debtors-provided information, assist in
preparing and collating status reports for the Debtors' project
leader and making project updates to the Debtors' project plan and
other project management tools;
c. provide observations on project status, potential
completion risks and interdependencies; and
d. to the extent changes to milestones are necessary, provide
advice and assistance to support the Debtors' project leader in the
development of a structured change management process.
The firm will be paid at these rates:
Partner $1,221 per hour
Managing Director $1,155 per hour
Director $1,044 per hour
Senior Manager $925 per hour
Manager $811 per hour
Senior Associate $667 per hour
Associate $522 per hour
As disclosed in court filings, PwC is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Rajeeb Das
PricewaterhouseCoopers, LLP
300 Madison Avenue
New York, NY10017-6204
Tel: +1 (646) 471 3000/4000
About Venator
Venator (NYSE: VNTR) is a global manufacturer and marketer of
chemical products that comprise a broad range of pigments and
additives that bring color and vibrancy to buildings, protect and
extend product life, and reduce energy consumption. It markets its
products globally to a diversified group of industrial customers
through two segments: Titanium Dioxide, which consists of its TiO2
business, and Performance Additives, which consists of its
functional additives, color pigments and timber treatment
businesses. Based in Wynyard, U.K., Venator employs approximately
2,800 associates and sells its products in more than 106
countries.
After reaching terms of a Prepackaged Plan, the Debtors Materials
PLC, and 23 affiliated companies filed petitions seeking relief
under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. Case No. 23-90301) on May 14, 2023. The Debtors' cases have
been assigned to Judge David R Jones.
In connection with the prepackaged Chapter 11 and recapitalization
process, the Debtors tapped Kirkland & Ellis as legal counsel;
Moelis & Company as financial advisor; Alvarez & Marsal as
operational advisor; and PricewaterhouseCoopers, LLP as accounting
advisor. Epiq Corporate Restructuring, LLC is the claims, noticing,
and solicitation agent.
VISTAGEN THERAPEUTICS: Regains Full Compliance With Nasdaq Rules
----------------------------------------------------------------
VistaGen Therapeutics, Inc. received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market, LLC indicating
that it has regained full compliance with the minimum $1.00 bid
price per share or greater requirement under Nasdaq Listing Rule
5550(a)(2) for continued listing on the Nasdaq Capital Market.
Vistagen is now in full compliance with all applicable Nasdaq
listing requirements, and Nasdaq considers the matter closed.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and
other
CNS disorders. The Company is advancing therapeutics with the
potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available for
treatment of anxiety, depression and multiple CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, compared to a
net
loss and comprehensive loss of $17.93 million for the fiscal year
ended March 31, 2021. As of Dec. 31, 2022, the Company had $29.71
million in total assets, $9.03 million in total liabilities, and
$20.67 million in total stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 23, 2022, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $267.6 million as of March 31, 2022, that
raise substantial doubt about its ability to continue as going
concern.
In its Quarterly Report filed on Feb. 7, 2023, Vistagen
Therapeutics said it had cash and cash equivalents of approximately
$25.0 million at December 31, 2022, which it believes will not be
sufficient to fund its planned operations for the next 12 months,
which raises substantial doubt regarding its ability to continue as
a going concern.
W LOFTS: Trustee Seeks to Retain Paul E. Saperstein as Appraiser
----------------------------------------------------------------
John Desmond, the trustee appointed in the Chapter 11 case of W
Lofts Development, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Paul E.
Saperstein & Co. Inc. for the purpose of selling the real property
commonly known and numbered as 70 Winter St. and 85 Harding St.,
Worcester, MA.
The auctioneer will receive a commission of 1 percent of the sale
price unless Northern Bank is the high bidder at the auction, in
which case the Auctioneer will be entitled to a flat fee of $15,000
(plus reimbursement of expenses).
As disclosed in court filings, Paul E. Saperstein Co. and its
employees neither hold nor represent any interest adverse to the
Debtor.
The firm can be reached through:
Michael Saperstein
Paul E. Saperstein Co. Inc.
144 Centre Street
Holbrook, MA 02343-1011
Phone: 617-227-6553
Fax: 781-767-9686
Email: msaperstein@pesco.com
About W Lofts Development
W Lofts Development, LLC filed an involuntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No.
23-40157) on Mar. 1, 2023. Judge Christopher J. Panos oversees the
case. The Law Office of Neil Kreuzer serves as the Debtor's
counsel.
On May 25, 2023, John O. Desmond, was duly appointed as Chapter 11
trustee of the Debtor's estate. Kate E. Nicholson, Esq., at
Nicholson PC serves as his counsel.
WASHINGTON MEDICAL: Kevin O'Rourke Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Kevin O'Rourke as
Subchapter V trustee for Washington Medical Supplies, Inc.
Mr. O'Rourke will be paid an hourly fee of $385 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. O'Rourke declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kevin O'Rourke
W. 421 Riverside Ave., Ste. 960
Spokane, WA 99201
Phone: 509-624-0159
Email: Kevin@SouthwellOrourke.com
About Washington Medical Supplies
Washington Medical Supplies, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
23-00734) on June 16, 2023, with $100,001 to $500,000 in both
assets and liabilities. Judge Whitman L. Holt oversees the case.
The Debtor is represented by Marc S. Stern, Esq., at the Law Office
of Marc S. Stern.
WASHINGTON PRIME: S&P Downgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Washington
Prime Group LLC (WPG) to 'CCC+' from 'B-' and its issue-level
rating on its exit credit facility to 'B-' from 'B'. S&P's '2'
recovery rating is unchanged, indicating its expectation for
substantial recovery in the event of a default.
The negative outlook reflects S&P's expectation that WPG's
refinancing prospects will likely be constrained over the next 12
months amid continued high rates and an economic slowdown.
S&P said, "The downgrade and negative outlook reflect our view that
the company is dependent on favorable business, financial, and
economic conditions to refinance its exit facility due in 2025. WPG
has yet to refinance its $1.1 billion exit facility which accounts
for approximately 50% of the debt in its capital structure and
matures in October 2025. Earlier this year, the company amended the
existing credit agreement to loosen its covenant requirements.
However, the amendment did not extend the maturity date, which
still poses refinancing risk. While we acknowledge the company has
28 months until maturity, we believe market conditions will likely
remain volatile for the remainder of this year and heading into
2024, thus shortening the window of opportunity to refinance at
economical rates as the due date approaches. We note that the
company can sell some assets to pay down debt, but we expect market
conditions could make it difficult for the company to execute and
sell enough assets over the next 12 months to make a material
impact on its debt load.
"That said, we anticipate the company will remain in compliance
with its financial covenants over the near term. WPG entered into
hedging contracts for a material portion of its debt and the exit
facility is no longer subject to interest rates steps ups which
should protect coverage ratios from rising rates."
The operating performance of WPG's portfolio has continued to
improve over the last several quarters, though this improvement is
insufficient to address its debt maturity schedule. The occupancy,
same-store net operating income (NOI), and re-leasing spreads of
the company's portfolio have all improved quarter over quarter
supported by a healthier tenant base and resilient consumer
spending despite high borrowing costs and sustained high inflation
over the past year. S&P expects spending to slow as an economic
slowdown and high borrowing costs erode consumers savings, but that
the company should be able to withstand most of this pressure such
that it expects operating performance will remain relatively stable
over the next year. This expectation is supported by WPG's
relatively well-laddered lease expiration schedule, the relatively
resilient U.S. consumer, and its exposure to open air centers (66%
of the portfolio), which helps offset some of the occupancy
pressure facing some of its regional B malls. Despite the positive
momentum in operating performance, this alone cannot generate
enough free cash flow to satisfy its upcoming obligations or offset
the refinancing risk associated with the company's short weighted
average debt maturity.
S&P said, "The negative outlook reflects our view that WPG's
capital structure is vulnerable and dependent on favorable market
conditions to address its upcoming debt maturities. While we
anticipate the company's operating performance will be resilient
amid an economic slowdown, we anticipate the refinancing
environment will remain challenged over the next year."
S&P could lower its ratings on WPG over the next 12 months if:
-- It does not refinance its credit facility;
-- It faces immediate liquidity risks such that its coverage
metrics fall below 1.3x and it breaches its covenants; or
-- The company pursues a debt restructuring or exchange.
S&P could consider revising its outlook to stable or consider an
upgrade if:
-- The company successfully refinances its exit facility at
favorable terms and extends its weighted average maturity beyond 3
years given that the portfolio is currently cash flow positive;
and
-- WPG's operating performance remains stable with no material
deterioration in its rent collection or occupancy levels.
ESG credit indicators: E-2, S-2, G-3
WINC INC: Unsecured Creditors to Recover 3% to 6% in Plan
---------------------------------------------------------
Winc, Inc., et al., and the Official Committee of Unsecured
Creditors filed with the U.S. Bankruptcy Court for the District of
Delaware a Combined Disclosure Statement and Joint Chapter 11 Plan
dated June 27, 2023.
In 2011, Club W, Inc. was incorporated under the laws of Delaware.
In 2021, Club W, Inc. became Winc, Inc. On February 13, 2012, BWSC
was organized under the laws of California. On April 19, 2021, Winc
Lost Poet was organized under the laws of Delaware.
As of the Petition Date, the Debtors were an emerging growth
company that utilized a datadriven brand development strategy to
sell proprietary wine products through a three-tier wine
distribution network (distributor – retailer – consumer),
referred to as the wholesale channel, and an online
direct-to-consumer ("DTC") channel.
After considering the upcoming maturity of the Prepetition Credit
Facility and their outstanding debt, the Debtors determined to
explore strategic alternatives, including a sale of their assets.
To further this goal, the Debtors engaged Canaccord in March 2022
as their investment banker. The Debtors determined, after
considering all circumstances and in consultation with their
professional advisors, that the 363 Sale would provide the best
opportunity to maximize the value of the Debtors' assets. After
extensive arms'-length negotiations, the Debtors and Project Crush
entered into the APA.
Following the commencement of the Chapter 11 Cases and after
engaging in further negotiations with the Debtors and their
professionals, Project Crush agreed to provide additional
consideration in the amount of $1 million, bringing the total cash
consideration to $11 million while continuing to assume material
specified liabilities related to the business. Under the APA, the
cash consideration paid to the Debtors by Project Crush was reduced
by the aggregate amount of any unpaid and outstanding obligations
under the DIP Term Sheet and DIP Order by virtue of a credit bid.
On January 18, 2023, following agreement between (among others) the
Committee and the Debtors on the Settlement Term Sheet, the
Bankruptcy Court entered the Sale Order, thereby approving a sale
of the Debtors' assets to Project Crush free and clear of all
liens, claims, and encumbrances, pursuant to the APA, TSA, and MSA.
The sale closed on January 23, 2023.
Pursuant to the Settlement Term Sheet, among other things, the (i)
Committee, Debtors, and Project Crush designated certain Executory
Contracts and/or purchase orders for assumption and assignment by
the Debtors to Project Crush, and Project Crush agreed to satisfy
the cure costs associated with assumption of such Executory
Contracts and/or purchase orders, (ii) Committee consented to
allowing the Debtors to make a proposed vendor payment on account
of a prepetition critical vendor claim, and (iii) Debtors and the
Committee agreed to work in good faith to negotiate and draft this
joint Disclosure Statement and Plan. The parties to the Settlement
Term Sheet also agreed to an allocation of sale proceeds, pursuant
to which the Debtors and Project Crush split "Net Sale Proceeds,"
and Project Crush credit bid its share of Net Sale Proceeds against
the purchase price under the terms of the APA.
The Plan provides for the Creditor Trust Assets to vest in the
Creditor Trust. The Creditor Trust Assets will be liquidated over
time and the proceeds thereof will be used to fund the Creditor
Trust Operating Expenses and to make distributions to Holders of
Allowed Claims in accordance with the terms of the Plan.
Pursuant to the Plan, and to comply with BWSC's obligations under
the TSA and MSA, Interests in BWSC will vest in Reorganized Winc.
The Creditor Trust shall be the sole stockholder of Reorganized
Winc. Reorganized BWSC will continue to operate to satisfy the
obligations of BWSC under the Sale Documents. Upon the termination
of the TSA and MSA, which shall occur no later than the Termination
Date, the Post-Effective Date Debtor Representative of BWSC will,
in consultation with the Creditor Trustee, (i) liquidate, wind
down, and dissolve Reorganized BWSC under applicable law; (ii)
request that BWSC's Chapter 11 Case be closed; and (iii) file
BWSC's final tax returns.
Class 3 consists of General Unsecured Claims. Unless the Holder of
an Allowed Class 3 General Unsecured Claim agrees to a different
treatment, as soon as practicable after the Effective Date, each
Holder of an Allowed Class 3 General Unsecured Claim shall receive
Cash equal to its pro rata share of the GUC Cash Distribution
Amount. The allowed unsecured claims total $15,705,000. This Class
will receive a distribution of 3% to 6% of their allowed claims.
The Plan will be implemented by, among other things, the continued
existence of certain of the Debtors solely for purposes of
satisfying the Debtors' obligations under the Sale Documents, the
establishment of the Creditor Trust, the transfer to the Creditor
Trust of the Creditor Trust Assets and Retained Causes of Action,
and the making of Distributions by the Creditor Trust in accordance
with the Plan and the Creditor Trust Agreement.
On the Effective Date, BWSC Assets will vest in, and be assigned
to, Reorganized BWSC. Reorganized BWSC will continue to exist for
purposes of satisfying the Debtors' obligations under the Sale
Documents until termination of the TSA, which shall occur no later
than the Termination Date. The operations of Reorganized BWSC will
be overseen by the Post-Effective Date Debtor Representative and
will be funded by Project Crush pursuant to the terms of the TSA
and any other Sale Documents. Any other costs and expenses incurred
by the Post-Effective Date Debtors shall be funded from the
Creditor Trust Assets solely to the extent such costs and expenses
are not required to be paid by Project Crush pursuant to the TSA or
other Sale Documents.
A full-text copy of the Combined Disclosure Statement dated June
27, 2023 is available at https://urlcurt.com/u?l=41XX0V from Epiq
Corporate Restructuring, LLC, claims agent.
Counsel for the Debtors:
Matthew B. Lunn, Esq.
Michael R. Nestor, Esq.
Allison S. Mielke, Esq.
Joshua B. Brooks, Esq.
Shella Borovinskaya, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mlunn@ycst.com
mnestor@ycst.com
amielke@ycst.com
jbrooks@ycst.com
sborovinskaya@ycst.com
Counsel for the Official Committee of Unsecured Creditors:
George P. Angelich, Esq.
ArentFox Schiff, LLP
1301 Avenue of the Americas, 42nd Floor
New York, NY 10019
Telephone: (212) 484-3900
Facsimile: (212) 484-3990
Email: George.Angelich@afslaw.com
Mark T. Hurford, Esq.
A.M. Saccullo Legal, LLC
27 Crimson King Drive
Bear, DE 19701
Telephone: (302) 836-8877
Facsimile: (302) 836-8787
Email: Mark@saccullolegal.com
About Winc Inc.
Winc, Inc., develops, produces and sells alcoholic beverages
through wholesale and direct to consumer business channels in
conjunction with winemakers, vineyards, distillers, and
manufacturers, both domestically and internationally. Its products
are available at retailers and restaurants throughout the United
States.
Winc and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 22-11238) on Nov.
30, 2022. In the petition signed by its interim chief executive
officer and president, Brian Smith, Winc disclosed up to
$50,318,000 in assets and up to $36,751,000 in liabilities.
Laurie Selber Silverstein oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
restructuring and bankruptcy counsel; RPA Advisors, LLC as
financial advisor; and Canaccord Genuity Group Inc. as investment
banker. Epiq Corporate Restructuring, LLC is the Debtors' notice,
claims, solicitation and balloting agent, and administrative
advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped the law firms of A.M. Saccullo Legal, LLC and
ArentFox Schiff, LLP as legal counsels; CohnReznick, LLP as
financial advisor; and CohnReznick Capital Markets Securities, LLC
as investment banker.
WINCHESTER REAL: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: Winchester Real Estate Investment Company, LLC
55 Goldworth Rd
Villa Rica, GA 30180
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 30, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-10773
Debtor's Counsel: Leslie Pineyro, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Fax: 404-564-9301
E-mail: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James W. Davis, III as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/IQTZB6Q/Winchester_Real_Estate_Investment__ganbke-23-10773__0001.0.pdf?mcid=tGE4TAMA
WORCESTER COUNTRY: Seeks to Hire Murphy & King as Counsel
---------------------------------------------------------
Worcester Country Club Acres, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Murphy
& King, Professional Corporation as Counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, powers and
duties as debtor-inpossession in the continued operation of its
businesses and management of its assets;
b. advising the Debtor with respect to any plan of
reorganization and any other matters relevant to the formulation
and negotiation of a plan or plans of reorganization in the case;
c. representing the Debtor at all hearings and matters
pertaining to its affairs as debtor and debtor-in-possession;
d. preparing, on the Debtor's behalf, all necessary and
appropriate applications, motions, answers, orders, reports, and
other pleadings and other documents, and review all financial and
other reports filed in this Chapter 11 case;
e. advising the Debtor with respect to, and assisting in the
negotiation and documentation of, financing agreements, debt and
related transactions;
f. reviewing and analyzing the nature and validity of any
liens asserted against the Debtor's property and advising the
Debtor concerning the enforceability of such liens;
g. advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of the
estate;
h. advising and assisting the Debtor in connection with the
potential sale of the Debtor's assets;
i. advising the Debtor concerning executory contract and
unexpired lease assumptions, lease assignments, rejections,
restructurings and recharacterization of contracts and leases;
j. reviewing and analyzing the claims of the Debtor's
creditors, the treatment of such claims and the preparation, filing
or prosecution of any objections to claims;
k. commencing and conducting any and all litigation necessary
or appropriate to assert rights held by the Debtor, protect assets
of the Debtor's Chapter 11 estate or otherwise further the goal of
completing the Debtor's successful reorganization other than with
respect to matters to which the Debtor retains special counsel;
and
l. performing all other legal services and providing all other
necessary legal advice to the Debtor as debtor-in-possession which
may be necessary in the Debtor's bankruptcy proceeding.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Andrew G. Lizotte, Esq., a partner at Murphy & King, Professional
Corporation, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Andrew Z. Lizotte, Esq.
Murphy & King, Professional Corporation
One Beacon Street 21st Floor
Boston, MA 02108
Tel: 617 226-3414
Fax: 617 305-0614
E-mail: agl@murphyking.com
About Worcester Country Club Acres
Worcester Country Club Acres, LLC, is a Single Asset Real Estate
formed for the purpose of development of age-restricted residential
condominiums. The Debtor filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 23-40446) on June 8, 2023.
Andrew G. Lizotte, Esq. of MURPHY & KING, P.C., is the Debtor's
counsel. In the petition signed by Farooq Ansari, managing member,
the Debtor disclosed $1 million to $10 million in assets and
liabilities.
WORCESTER COUNTRY: Taps Allcock & Marcus as Special Counsel
-----------------------------------------------------------
Worcester Country Club Acres, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Allcock & Marcus, LLC as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 21 MISC 000888 RBF) filed in the Land Court
Department of the Commonwealth of Massachusetts.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edmund A. Allcock, Esq., a partner at Allcock & Marcus, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Edmund A. Allcock
Allcock & Marcus, LLC
10 Forbes Road, Suite 420W
Braintree, MA 02184
Tel: (781) 884-1660
Email: info@amcondolaw.com
About Worcester Country Club Acres
Worcester Country Club Acres, LLC, is a Single Asset Real Estate
formed for the purpose of development of age-restricted residential
condominiums. The Debtor filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 23-40446) on June 8, 2023.
Andrew G. Lizotte, Esq. of MURPHY & KING, P.C., is the Debtor's
counsel. In the petition signed by Farooq Ansari, managing member,
the Debtor disclosed $1 million to $10 million in assets and
liabilities.
WORCESTER COUNTRY: Taps Cedar Wood Realty as Real Estate Broker
---------------------------------------------------------------
Worcester Country Club Acres, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to Wood Realty
Group as real estate broker.
The firm market and sell the Debtor's real properties consisting of
a 33 units of residentially zoned land, including 29 units of
undeveloped land, 2 units of land improved a residential house
foundation for a duplex, and 2 units improved by a substantially
completed residential duplex, located at East Mountain Street,
Worcester, Massachusetts.
The firm will be paid to a commission 4 per cent of the purchase
price of the Real Property Rights, which may be sold in portions or
in their entirety.
Syed Khan, a partner at Cedar Wood Realty Group, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Syed Khan
Cedar Wood Realty Group
69 Park Avenue
Worcester, MA 01605
Tel: (413) 559-1555
Fax: (508) 519-3064
About Worcester Country Club Acres
Worcester Country Club Acres, LLC, is a Single Asset Real Estate
formed for the purpose of development of age-restricted residential
condominiums. The Debtor filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 23-40446) on June 8, 2023.
Andrew G. Lizotte, Esq. of MURPHY & KING, P.C., is the Debtor's
counsel. In the petition signed by Farooq Ansari, managing member,
the Debtor disclosed $1 million to $10 million in assets and
liabilities.
XPLORNET COMMUNICATIONS: $200M Bank Debt Trades at 50% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 50.4 cents-on-the-dollar during the week ended
Friday, June 30, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $200 million facility is a Term loan that is scheduled to
mature on October 1, 2029. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
YELLOW CORP: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service downgraded Yellow Corporation's corporate
family rating to Caa3 from Caa1, probability of default rating to
Ca-PD from Caa1-PD and senior secured rating to Caa1 from B2. The
outlook has been revised to negative from stable. The company's
speculative grade liquidity rating remains unchanged at SGL-4.
The rating downgrades reflect Moody's view that Yellow faces
significant liquidity challenges as weaker operating performance
and stalled union negotiations have eroded the company's cash
position. As a result, Moody's believes Yellow's default risk has
materially increased as the company moves to preserve liquidity and
address upcoming maturities.
Yellow's operating losses and cash burn have persisted during the
first half of 2023 as negotiations with the International
Brotherhood of Teamsters union remain at a standstill. The union
has pushed back on implementation of the next phase of the
company's "One Yellow" strategic plan to integrate and consolidate
its network. Delays in implementing the next phase of "One Yellow",
which the company initially planned to undertake at the start of
2023, has led to a significant loss in earnings.
Timing on when or if negotiations may be resolved remains
undetermined. Moody's believes progress on executing its "One
Yellow" strategy is critical to improving the company's operating
performance, especially during a challenging freight environment in
2023. Further, the company's consolidation strategy is pertinent to
its ability to address its upcoming maturities, which include a
$567 million senior secured term loan due June 2024 and
approximately $730 million in US Treasury term loans due September
2024.
Moody's considers Yellow's current relationship with union
representation to be a social risk and a key driver to the rating
actions being taken.
Downgrades:
Issuer: Yellow Corporation
Corporate Family Rating, Downgraded to Caa3 from Caa1
Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa1
from B2
Outlook Actions:
Issuer: Yellow Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The Caa3 CFR reflects Yellow's weak liquidity and significant
refinancing risk. Moody's believes Yellow's inadequate liquidity
could precipitate a default or require a restructuring of its
obligations if the company is unable to resolve union negotiations
and implement operational improvements. The rating also reflects
the company's thin operating margins, weak interest coverage, and
high financial leverage. The rating incorporates certain ESG risks,
including those relating to increasingly stringent emission
regulations for diesel engines, Yellow's mostly unionized
workforce, and financial policy risks.
Yellow remains one of the largest less-than-truckload truck
carriers in North America offering longer-haul shipments as well as
regional, next-day and time-sensitive services. If "One Yellow" is
fully implemented, Moody's believes the company's operating ratios
will improve, albeit from very weak levels. In addition, Moody's
expects Yellow will sell excess terminals from its network
transformation efforts and use the asset sale proceeds to pay down
debt.
The negative outlook reflects the heightened risk of default as
Yellow's liquidity deteriorates amid ongoing union negotiations,
inability to implement operational initiatives and a weaker freight
environment.
The SGL-4 speculative grade liquidity rating reflects Yellow's weak
liquidity. The company's cash balance at end of March 31, 2023 was
about $155 million, but Moody's believes the company's cash has
declined through the second quarter. Moody's believes that Yellow
will be reliant on alternative liquidity measures, including
potential deferment of contributions to benefit and pension plans,
to preserve liquidity. At the start of 2023, Yellow repaid
previously deferred contributions totaling about $66 million.
Yellow maintains a $500 million ABL revolving credit facility with
no direct borrowings, but very limited availability due to a high
amount of letters of credits. The ABL facility expires January
2026, but has a springing maturity 30 days ahead of any term loan
due in 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Moody's believes recovery
expectations in the event of a default decline.
The ratings could be upgraded if Yellow successfully addresses its
2024 debt maturities and is able to successfully implement
operational improvements within its network under its "One Yellow"
plan. An operating margin sustained above 4% and restoration of
liquidity through consistently positive free cash flow or increased
revolver availability would also be necessary for an upgrade.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
Yellow Corporation is a provider of over-the-road transportation
services and has one of the largest less-than-truckload ("LTL")
transportation networks in North America. The company offers
longer-haul LTL shipments as well as regional, next-day and
time-sensitive services, with a total fleet of approximately 12,700
owned and leased tractors. Revenue in the last 12 months ended
March 31, 2023 was approximately $5.1 billion.
ZIP MAILING: Wins Continued Cash Collateral Access Thru July 23
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, authorized Zip Mailing Services, Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
though July 23, 2023.
The Debtor requires the use of cash collateral to meet its ordinary
and necessary expenses.
Newco Capital Group, VI, LLC asserts a secured claim against the
Debtor pursuant to a purchase agreement and a UCC-1 Financing
Statement filed with the Maryland State Department of Assessments
and Taxation. Newco Capital asserts an unpaid balance as of the
Petition Date in the amount of approximately $169,328, exclusive of
fees, costs and amounts that Newco Capital is owed pursuant to the
Agreement.
Breakout Capital, LLC asserts a secured claim against the Debtor
pursuant to a loan and a UCC-1 Financing Statement filed with the
Maryland State Department of Assessments and Taxation. Breakout
asserts an unpaid balance as of the Petition Date in the amount of
approximately $682,681, exclusive of fees, costs and amounts
Breakout is owed pursuant to the Business Loan and Security dated
February 27, 2023. Pursuant to the Breakout Agreement, Breakout
asserts a security interest in and lien upon, inter alia, all of
the Debtor's accounts, chattel paper, deposit accounts, personal
property, goods, assets and fixtures and the proceeds thereof, as
more fully described on the Breakout Agreement and Breakout UCC-1.
The Debtor and Breakout have agreed for purposes of the Third
Interim Order that the value of the Breakout Collateral is $76,000.
The Debtor has agreed to provide $600 as the adequate protection
payment to Breakout for the use of the Breakout Collateral during
the term of the Third Interim Order.
To the extent the cash collateral is used by the Debtor and the use
results in a diminution of the value of the cash collateral, Newco
is entitled a replacement lien in the Debtor's accounts receivable,
and the proceeds of the foregoing, to the same extent and with the
same priority as Newco's interest in the Pre-Petition Collateral.
The liens and security interests granted are duly perfected without
the necessity for the execution, filing or recording of financing
statements, security agreements and other documents which might
otherwise be required pursuant to applicable non-bankruptcy law for
the creation or perfection of such liens and security interests.
Breakout is entitled to replacement liens in the Debtor's accounts,
chattel paper, deposit accounts, personal property, goods, assets
and fixtures and the proceeds thereof, as more fully described on
the Breakout Agreement and Breakout UCC-1, to the same extent and
with the same priority as Breakout's pre-petition liens in the
Breakout Collateral.
EBF Holdings, LLC d/b/a Everest Business Funding, is entitled to
replacement liens in Debtor's accounts receivable and rights to
payment thereof, as more fully described in the Everest Business
Funding Revenue Based Financing Agreement and EBF UCC-1, to the
same extent and with the same priority as EBF's pre-petition liens
in the EBF Collateral.
The creditors that assert liens in the Debtor's property retain
their liens to the same extent and with the same priority as their
pre-petition liens during the term of the Third Interim Order.
The liens and security interests granted will become and are duly
perfected without the necessity for the execution, filing or
recording of financing statements, security agreements and other
documents which might otherwise be required pursuant to applicable
non-bankruptcy law for the creation or perfection of such liens and
security interests.
A further hearing on the matter is set for July 18 at 2 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=AVjr0J from PacerMonitor.com.
The Debtor projects $94,596 in total income and $90,427 in total
expenses for the period from June 25 to July 23, 2023.
About Zip Mailing Services, Inc.
Zip Mailing Services, Inc. operates a commercial mailing service
out of Landover, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023.
In the petition signed by Darryl Jackson, Jr., its president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., represents the
Debtor as legal counsel.
[^] BOND PRICING: For the Week from June 26 to 30, 2023
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Escrow Issuer Inc NDN 7.500 37.750 1/15/2026
99 Escrow Issuer Inc NDN 7.500 38.001 1/15/2026
99 Escrow Issuer Inc NDN 7.500 38.001 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 64.464 12/1/2024
Air Methods Corp AIRM 8.000 1.000 5/15/2025
Air Methods Corp AIRM 8.000 0.752 5/15/2025
American Express Co AXP 6.052 100.001 8/3/2023
Amyris Inc AMRS 1.500 20.000 11/15/2026
Applied Optoelectronics AAOI 5.000 80.271 3/15/2024
Audacy Capital Corp CBSR 6.750 3.219 3/31/2029
Audacy Capital Corp CBSR 6.500 1.994 5/1/2027
Audacy Capital Corp CBSR 6.750 2.922 3/31/2029
BCB Bancorp Inc BCBP 5.625 95.274 8/1/2028
BCB Bancorp Inc BCBP 5.625 95.274 8/1/2028
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bed Bath & Beyond Inc BBBY 5.165 2.375 8/1/2044
Bed Bath & Beyond Inc BBBY 4.915 3.000 8/1/2034
Brixmor LLC BRX 6.900 9.875 2/15/2028
Buckeye Partners LP BPL 4.150 99.518 7/1/2023
Citigroup Global
Markets Holdings
Inc/United States C 5.800 99.397 7/10/2023
Citizens Financial Group CFG 6.000 88.500 N/A
Clovis Oncology Inc CLVS 1.250 12.120 5/1/2025
Clovis Oncology Inc CLVS 4.500 11.383 8/1/2024
Clovis Oncology Inc CLVS 4.500 10.509 8/1/2024
Corebridge Global Funding CRBG 0.800 99.662 7/7/2023
Curo Group Holdings Corp CURO 7.500 30.138 8/1/2028
Curo Group Holdings Corp CURO 7.500 22.251 8/1/2028
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.375 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.000 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.750 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.589 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 2.448 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.589 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.307 8/15/2026
Diebold Nixdorf Inc DBD 9.375 18.750 7/15/2025
Diebold Nixdorf Inc DBD 8.500 1.000 10/15/2026
Diebold Nixdorf Inc DBD 9.375 18.000 7/15/2025
Diebold Nixdorf Inc DBD 9.375 18.158 7/15/2025
Diebold Nixdorf Inc DBD 8.500 3.750 10/15/2026
Diebold Nixdorf Inc DBD 9.375 18.158 7/15/2025
Diebold Nixdorf Inc DBD 9.375 18.454 7/15/2025
Diebold Nixdorf Inc DBD 8.500 0.922 10/15/2026
Discover Bank DFS 4.682 90.879 8/9/2028
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion Devices ENER 3.000 0.551 6/15/2013
Envision Healthcare Corp EVHC 8.750 2.000 10/15/2026
Envision Healthcare Corp EVHC 8.750 1.810 10/15/2026
Esperion Therapeutics Inc ESPR 4.000 50.250 11/15/2025
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 9.927 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 9.757 7/15/2026
Federal Home Loan Banks FHLB 2.350 99.352 7/5/2023
Federal Home Loan Banks FHLB 2.370 99.351 7/5/2023
Federal Home Loan Banks FHLB 2.350 99.353 7/5/2023
Federal Home Loan Banks FHLB 2.300 99.370 7/3/2023
Federal Home Loan Banks FHLB 2.350 99.722 7/5/2023
Federal Home Loan Banks FHLB 2.500 99.713 7/6/2023
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 90.036 9/1/2028
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 90.036 9/1/2028
First Republic Bank/CA FRCB 4.375 0.431 8/1/2046
GNC Holdings Inc GNC 1.500 0.414 8/15/2020
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
Gossamer Bio Inc GOSS 5.000 31.250 6/1/2027
Groupon Inc GRPN 1.125 38.250 3/15/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 39.291 6/1/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 39.908 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 25.467 8/15/2029
HarborOne Bancorp Inc HONE 5.625 94.972 9/1/2028
Inseego Corp INSG 3.250 41.250 5/1/2025
Intercept Pharmaceuticals ICPT 3.250 99.750 7/1/2023
Invacare Corp IVC 4.250 4.721 3/15/2026
Invacare Corp IVC 5.000 0.864 11/15/2024
JPMorgan Chase & Co JPM 2.000 85.700 8/20/2031
JPMorgan Chase Bank NA JPM 2.000 82.530 9/10/2031
Lannett Co Inc LCIN 7.750 5.500 4/15/2026
Lannett Co Inc LCIN 4.500 1.298 10/1/2026
Lannett Co Inc LCIN 7.750 5.497 4/15/2026
Lightning eMotors Inc ZEV 7.500 54.340 5/15/2024
MBIA Insurance Corp MBI 16.520 5.500 1/15/2033
MBIA Insurance Corp MBI 16.805 2.000 1/15/2033
Macquarie Infrastructure
Holdings LLC MIC 2.000 97.514 10/1/2023
Macy's Retail Holdings LLC M 7.875 95.841 3/1/2030
Macy's Retail Holdings LLC M 7.875 95.841 3/1/2030
Mashantucket Western
Pequot Tribe MASHTU 7.350 41.250 7/1/2026
Morgan Stanley MS 1.800 72.211 8/27/2036
NBC Bancshares
in Pawhuska Inc NBCBNC 6.950 93.832 9/1/2028
NBC Bancshares
in Pawhuska Inc NBCBNC 6.950 93.832 9/1/2028
National CineMedia LLC NATCIN 5.750 4.000 8/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Party City Holdings Inc PRTY 8.750 13.035 2/15/2026
Party City Holdings Inc PRTY 10.130 12.588 7/15/2025
Party City Holdings Inc PRTY 8.750 13.035 2/15/2026
Party City Holdings Inc PRTY 6.625 1.000 8/1/2026
Party City Holdings Inc PRTY 6.625 0.750 8/1/2026
Party City Holdings Inc PRTY 10.130 12.588 7/15/2025
Precigen Inc PGEN 3.500 99.563 7/1/2023
Radiology Partners Inc RADPAR 9.250 36.325 2/1/2028
Radiology Partners Inc RADPAR 9.250 36.541 2/1/2028
Redfin Corp RDFN 1.750 98.367 7/15/2023
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 27.732 2/15/2027
Rite Aid Corp RAD 6.875 24.639 12/15/2028
Rite Aid Corp RAD 6.875 24.639 12/15/2028
RumbleON Inc RMBL 6.750 43.936 1/1/2025
SBL Holdings Inc SECBEN 7.000 66.400 N/A
SBL Holdings Inc SECBEN 7.000 60.000 N/A
SVB Financial Group SIVB 4.000 6.994 N/A
SVB Financial Group SIVB 4.100 7.011 N/A
SVB Financial Group SIVB 4.700 7.000 N/A
SVB Financial Group SIVB 4.250 7.004 N/A
Shift Technologies Inc SFT 4.750 10.316 5/15/2026
Signature Bank/New York NY SBNY 4.000 2.250 10/15/2030
Signature Bank/New York NY SBNY 4.125 2.046 11/1/2029
Southern Co/The SO 2.950 99.924 7/1/2023
Talen Energy Supply LLC TLN 6.500 30.288 6/1/2025
Talen Energy Supply LLC TLN 10.500 31.125 1/15/2026
Talen Energy Supply LLC TLN 7.000 27.500 10/15/2027
Talen Energy Supply LLC TLN 6.500 27.500 9/15/2024
Talen Energy Supply LLC TLN 9.500 24.707 7/15/2022
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 9.500 24.707 7/15/2022
Talen Energy Supply LLC TLN 6.500 27.500 9/15/2024
Team Health Holdings Inc TMH 6.375 53.034 2/1/2025
Team Health Holdings Inc TMH 6.375 53.351 2/1/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 10.800 5/15/2027
US Renal Care Inc USRENA 10.625 27.579 7/15/2027
US Renal Care Inc USRENA 10.625 27.545 7/15/2027
UTB Financial Holding Co UTBFIN 6.500 95.091 9/1/2028
UTB Financial Holding Co UTBFIN 6.500 95.091 9/1/2028
UpHealth Inc UPH 6.250 31.555 6/15/2026
WeWork Cos Inc WEWORK 7.875 42.866 5/1/2025
WeWork Cos Inc WEWORK 7.875 41.750 5/1/2025
Wesco Aircraft
Holdings Inc WAIR 9.000 9.500 11/15/2026
Wesco Aircraft
Holdings Inc WAIR 8.500 4.500 11/15/2024
Wesco Aircraft
Holdings Inc WAIR 13.125 7.750 11/15/2027
Wesco Aircraft
Holdings Inc WAIR 13.125 7.557 11/15/2027
Wesco Aircraft
Holdings Inc WAIR 8.500 7.650 11/15/2024
Wesco Aircraft
Holdings Inc WAIR 9.000 10.453 11/15/2026
Western Global
Airlines LLC WGALLC 10.375 0.417 8/15/2025
Western Global
Airlines LLC WGALLC 10.375 4.241 8/15/2025
Zions Bancorp NA ZION 7.200 84.000 N/A
*********
Monday's edition of the TCR delivers a list of indicative prices
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